SILGAN HOLDINGS INC, POS AM, 1994-05-11

SILGAN HOLDINGS INC
POS AM, 1994-05-11
FABRICATED STRUCTURAL METAL PRODUCTS

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Registration No. 33-47632
=============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------------------

POST-EFFECTIVE AMENDMENT NO. 2

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

--------------------

SILGAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware 3441;3085 06-1269834
(State or other (Primary Standard (I.R.S. Employer
juirisdiction of Industrial Classification Identification
incorporation or Code Numbers) Number)
organization)

4 Landmark Square
Stamford, CT 06901
(203) 975-7110
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Harley Rankin, Jr.
Silgan Holdings Inc.
4 Landmark Square
Stamford, CT 06901
(203) 975-7110
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

----------------------

Copy to:

Frode Jensen, III, Esq.
Winthrop, Stimson, Putnam & Roberts
Financial Centre
695 East Main Street
P.O. Box 6760
Stamford, CT 06904-6760
(203) 348-2300

=============================================================================

SILGAN HOLDINGS INC.
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K

Form S-1 Part I Item Prospectus Location or Caption
-------------------- ------------------------------
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus . . . . . . . Cross Reference Page; Outside Front
Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus . . . Inside Front Cover Page
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . Prospectus Summary; Certain Risk
Factors; The Company; Selected
Financial Data
4. Use of Proceeds . . . . . . . . Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . Not Applicable
8. Plan of Distribution . . . . . . Market-Making Activities of Morgan
Stanley
9. Description of Securities to be
Registered . . . . . . . . . . . Outside Front Cover Page; Prospectus
Summary; Description of the
Debentures
10. Interests of Named Experts and
Counsel . . . . . . . . . . . . Certain Transactions; Legal Matters;
Experts
11. Information With Respect to the
Registrant . . . . . . . . . . . Outside Front Cover Page; Prospectus
Summary; Certain Risk Factors; The
Company; Capitalization; Selected
Financial Data; Management's
Discussion and Analysis of Financial
Condition and Results of Operations;
Business; Management; Securities
Ownership of Certain Beneficial
Owners and Management; Certain
Transactions; Description of the
Debentures; Description of Holdings
Common Stock; Description of Certain
Silgan Indebtedness; Financial
Statements
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities . . . . . . . . Not Applicable

PROSPECTUS

$275,000,000
Silgan Holdings Inc.
13-1/4% SENIOR DISCOUNT DEBENTURES DUE 2002
--------------------

No interest on the 13-1/4% Senior Discount Debentures due 2002
(the "Debentures") will accrue prior to June 15, 1996. Thereafter,
interest on the Debentures will be payable on June 15 and December
15, commencing December 15, 1996.
---------------------

The Debentures were sold at a substantial discount from their principal
amounts, and there will not be any payment of interest on the Debentures
prior to December 15, 1996. See "Certain Federal Income Tax Considerations"
for a discussion of the federal income tax treatment of the Debentures under
the original issue discount rules. Interest on the Debentures will be
payable in cash at a rate of 13-1/4% per annum from and after June 15, 1996.
The Debentures may be redeemed at any time at the option of Silgan Holdings
Inc. ("Holdings," and together with its subsidiaries, the "Company"), in
whole or in part, at 100% of their principal amount plus accrued interest.

The Debentures were originally sold by Holdings to the public in 1992 as
part of a plan of the Company to refinance a substantial portion of its
indebtedness (the "Refinancing"). The Debentures are pari passu with other
unsecured unsubordinated indebtedness of Holdings. Because Holdings is a
holding company that conducts all of its business through its subsidiaries,
all existing and future liabilities of Holdings' subsidiaries will be
effectively senior to the Debentures. As of December 31, 1993, Silgan
Corporation, a wholly owned subsidiary of Holdings ("Silgan"), and its
subsidiaries had approximately $439.3 million of indebtedness and other
liabilities effectively senior to the Debentures, all of which constituted
Senior Indebtedness (as defined in "Description of the Debentures--
Subordination Upon Certain Events") and approximately $192.2 million of which
was secured by the assets of the Company. The indenture relating to the
Debentures (the "Indenture") permits, subject to certain limitations
contained therein, the incurrence by the Company of a substantial amount of
additional indebtedness, including Senior Indebtedness. See "Certain Risk
Factors--Holding Company Structure and Subordination Upon Certain Events," "-
- -Ability of the Company to Incur Additional Indebtedness" and "Description of
the Debentures."

The ability of Holdings to pay interest in cash on the Debentures on and
after December 15, 1996 may depend upon the ability of Silgan to pay
dividends, or otherwise loan, advance or transfer funds, to Holdings. See
"Certain Risk Factors--Ability of Silgan to Provide Financial Support to
Holdings." Although Morgan Stanley & Co. Incorporated ("Morgan Stanley")
currently makes a market in the Debentures, it is not obligated to do so and
may discontinue or suspend its market-making activities at any time. In
addition, the liquidity of and trading market for the Debentures may be
adversely affected by declines and volatility in the market for high yield
securities generally as well as by any changes in the Company's financial
performance and prospects. See "Certain Risk Factors--Trading Market for the
Debentures."

--------------------

SEE "CERTAIN RISK FACTORS" FOR INFORMATION THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS.
--------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES

COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------

This Prospectus is to be used by Morgan Stanley & Co. Incorporated in
connection with offers and sales in market-making transactions at negotiated
prices relating to prevailing market prices at the time of sale. Morgan
Stanley & Co. Incorporated may act as principal or agent in such
transactions.

May 11, 1994

No person is authorized in connection with any offering made hereby to
give any information or to make any representation other than as contained in
this Prospectus and, if given or made, such information or representation
must not be relied upon as having been authorized by Holdings or Morgan
Stanley. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy by any person in any jurisdiction in which it
is unlawful for such person to make such an offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall imply under
any circumstances that the information contained herein is correct as of any
date subsequent to the date hereof.

------------------------

TABLE OF CONTENTS

Page

Additional Information . . . . . . . . . . 3
Prospectus Summary . . . . . . . . . . . . 4
Certain Risk Factors . . . . . . . . . . . 10
The Company . . . . . . . . . . . . . . . . 16
Capitalization . . . . . . . . . . . . . . 18
Selected Financial Data . . . . . . . . . . 19
Management's Discussion and Analysis of
Financial Condition and Results
of Operations . . . . . . . . . . . . . . 23
Business . . . . . . . . . . . . . . . . . 33
Management . . . . . . . . . . . . . . . . 46
Securities Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . 57
Certain Transactions . . . . . . . . . . . 58
Description of the Debentures . . . . . . . 60
Description of Holdings Common Stock . . . 89
Description of Certain Silgan Indebtedness 95
Certain Federal Income Tax Considerations . 101
Market-Making Activities of Morgan Stanley 107
Legal Matters . . . . . . . . . . . . . . . 107
Experts . . . . . . . . . . . . . . . . . . 108
Index to Consolidated Financial Statements F-1

-----------------

ADDITIONAL INFORMATION

Holdings has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (which term shall
encompass any amendment thereto) relating to the Debentures under the
Securities Act of 1933, as amended (the "Securities Act"). For purposes

hereof, the term "Registration Statement" means the original Registration
Statement and any and all subsequent amendments thereto. This Prospectus
does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto which reference is made
hereby. Each reference made in this Prospectus to a document filed as an
exhibit to the Registration Statement is qualified in its entirety by
reference to such exhibit for a complete statement of its provisions. Any
interested party may inspect the Registration Statement, without charge, at
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, DC 20549, and may obtain copies of all or any portion of the
Registration Statement from the Commission upon payment of the prescribed
fee. In addition, copies of any and all documents incorporated by reference
in this Prospectus (not including exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents) may
be obtained, without charge, from Holdings by requesting such copies by mail
or telephone from Harold J. Rodriguez, Jr., Silgan Holdings Inc., 4 Landmark
Square, Stamford, CT 06901, telephone number (203) 975-7110.

Holdings is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. The
Registration Statement and the exhibits and schedules thereto, as well as all
such reports and other information filed by Holdings with the Commission, can
be inspected and copied at prescribed rates at the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, DC 20549, and at the
following Regional Offices of the Commission: New York Regional Office, 75
Park Place, New York, New York 10007 and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.

The Indenture requires Holdings to file with the Commission annual
reports containing consolidated financial statements and the related report
of independent auditors and quarterly reports containing unaudited
consolidated financial statements for the first three quarters of each fiscal
year for so long as any Debentures are outstanding.

PROSPECTUS SUMMARY

This Prospectus Summary is qualified in its entirety by the more
detailed information and financial statements and notes thereto that appear
elsewhere in this Prospectus. Prospective investors should carefully
consider the factors set forth under the caption "Certain Risk Factors."

THE COMPANY

The Company is a major manufacturer and seller of a broad range of steel
and aluminum containers for the human food and pet food markets and plastic
containers for the personal care, food, pharmaceutical and household markets
in the United States. In 1993, the Company had net sales of $645 million.

On December 21, 1993, Silgan's wholly owned subsidiary, Silgan
Containers Corporation ("Containers"), acquired from Del Monte Corporation
("Del Monte") substantially all of the fixed assets and certain working
capital of Del Monte's container manufacturing business in the United States
("DM Can") for approximately $73 million. See "Business--Company History"
below. In connection therewith, Containers and Del Monte entered into a ten-
year supply agreement (the "DM Supply Agreement") pursuant to which
Containers supplies substantially all of the metal container requirements of
Del Monte. On a pro forma basis giving effect to the acquisition of DM Can,
in 1993 the Company would have had net sales of $818 million. See "Business-
- -Sales and Marketing" below.

Management believes that the Company is the largest food can producer in
the United States (based on pro forma unit sales after giving effect to the
acquisition of DM Can) and one of the largest producers in the United States
of high density polyethylene ("HDPE") containers for the personal care market
and a major producer of custom polyethylene terephthalate ("PET") products
for the personal care and food markets. Silgan has experienced significant
growth since its inception in 1987 as a result of its acquisitions and
related increased market position.

Management estimates that Containers is currently the nation's largest
manufacturer of metal food containers and that in 1993 Containers sold
approximately 27% of all metal food containers sold in the United States by
non-captive manufacturers (manufacturers of containers not owned by a user of
containers) and approximately 16% of all metal food containers sold in the
United States, in each case based on unit sales. On a pro forma basis giving
effect to the acquisition of DM Can, in 1993 Containers would have sold
approximately 34% of all metal food containers sold in the United States by
non-captive manufacturers and approximately 22% of all metal food containers
sold in the United States. Although the food can industry in the United
States is relatively stable and mature in terms of unit sales growth,
Containers, on a pro forma basis giving effect to the acquisition of DM Can,
has realized compound annual unit sales growth in excess of 12% since 1987.
Types of containers manufactured include those for vegetables, fruit, pet
food, tomato based products, evaporated milk and infant formula. Containers
has agreements (the "Nestle Supply Agreements") with Nestle Food Company
("Nestle"), formerly known as The Carnation Company ("Carnation"), pursuant
to which Containers supplies substantially all of the can requirements of the
former Carnation operations of Nestle. In addition to the Nestle Supply
Agreements and the DM Supply Agreement, Containers has other long-term supply
arrangements with other customers. The Company estimates that in excess of
80% of Containers' sales in 1994 will be pursuant to long-term supply
arrangements. See "Business--Sales and Marketing" below.

Management believes that Silgan's wholly owned subsidiary, Silgan
Plastics Corporation ("Plastics"), is one of the leading manufacturers of
plastic containers sold in the United States for the personal care, household
and pharmaceutical markets served by the Company. Plastic containers
manufactured by Plastics include personal care containers for shampoos,
conditioners, hand creams, lotions and cosmetics, household containers for
light detergent liquids, scouring cleaners and specialty cleaning agents and
pharmaceutical containers for tablets, laxatives and eye cleaning solutions.
Plastics is also one of the leading manufacturers of PET containers sold in
the United States for applications other than soft drinks. Plastics
manufactures custom PET medicinal and health care product containers (such as
mouthwash bottles), custom narrow-neck food product containers (such as salad
dressing bottles), custom wide-mouth food product containers (such as
mayonnaise and peanut butter containers) and custom non-soft drink beverage
product containers (such as juice, water and liquor bottles). See "Business-
- -Products."

The Company's strategy is to continue to improve its market position and
profitability through focus on product quality, customer service, cost
efficiencies, strategic acquisitions and market share growth through
customers experiencing market share growth. At Containers, management has
focused on achieving operating cost advantages over its competitors,
primarily through low labor costs, low overhead, technologically advanced
manufacturing processes and by exploiting the favorable geographic locations
of its 22 can plants. Since its acquisition in 1987 of the metal container
manufacturing division of Nestle ("Nestle Can"), Containers has invested more
than $82 million in its existing manufacturing facilities and has spent
approximately $66 million for the purchase of additional can manufacturing
assets. As a result of these efforts and management's focus on quality and
service, Containers has increased its overall share of the food can market by

approximately 100% in terms of unit sales, from a share of approximately 11%
in 1987 to a share of approximately 22% in 1993, on a pro forma basis giving
effect to the acquisition of DM Can.

Plastics has increased its market position primarily by strategic
acquisitions. From a sales base of $89 million in 1987, Plastics' sales
increased to $186 million in 1993, or 13% on a compound annual basis. While
many of Plastics' larger competitors employ technology oriented to large
bottles and long production runs, Plastics has focused on mid-sized,
extrusion blow-molded plastic containers requiring special decoration and
shorter production runs. Plastics emphasizes value-added fabrication of the
container, creative design and sophisticated decoration processes. Plastics
is also aggressively pursuing new markets for plastic containers, including
the post-consumer recycled ("PCR") resin segment of the market. Based upon
published information and management's experience in the industry, management
believes that PET custom containers are replacing glass containers for
products such as mouthwash, salad dressing, peanut butter and liquor.
Management also believes that Plastics is well positioned because of its
technologically advanced equipment to respond to opportunities for future
growth in the rigid plastic container market. Furthermore, to the extent
that mandatory recycling laws, customer preferences or manufacturing costs
result in increased demand for HDPE containers that are manufactured using
PCR resins, the Company believes that its proprietary equipment is
particularly well-suited for the production of such containers because of the
relatively low capital costs required to convert its equipment from the use
of virgin resins.

THE DEBENTURES

Original Issue . . . . . . $275,000,000 principal amount ($165,434,500
proceeds amount) of 13-1/4% Senior Discount
Debentures due 2002, originally issued on June
29, 1992.

Maturity . . . . . . . . . December 15, 2002.

Interest . . . . . . . . . The Debentures were offered at a substantial
discount from their principal amount, and
there will not be any payment of interest on
the Debentures prior to December 15, 1996.
For a discussion of the federal income tax
treatment of the Debentures under the original
issue discount rules, see "Certain Federal
Income Tax Considerations." From and after
June 15, 1996, the Debentures bear interest,
which is payable in cash, at a rate of 13-1/4%
per annum.

Interest Payment
Dates . . . . . . . . . . . June 15 and December 15, commencing December
15, 1996.

Optional Redemption . . . . The Debentures may be redeemed at any time, at
the option of Holdings, in whole or in part,
at 100% of their principal amount plus accrued
interest (if any) to the redemption date.

Change of Control . . . . . In the event of a Change of Control (as
defined under "Description of the Debentures--
Certain Definitions"), each holder of
Debentures may require Holdings to repurchase
such Debentures at 101% of the Accreted Value
(as defined under "Description of the

Debentures--Certain Definitions") thereof plus
accrued interest (if any).

Ranking . . . . . . . . . . The Debentures are senior indebtedness of
Holdings, ranking pari passu with Holdings'
obligations under all other senior
indebtedness and senior in right of payment to
all existing and future subordinated
indebtedness of Holdings. However, since all
of the operations of Holdings are conducted
through its subsidiaries, all existing and
future liabilities of its subsidiaries are
effectively senior in right of payment to the
Debentures. As of December 31, 1993, Silgan
and its subsidiaries had approximately $439.3
million of indebtedness and other liabilities
effectively senior to the Debentures.

Ranking in the
Event of a Holdings
Merger . . . . . . . . . . In the event of a Holdings Merger (as defined
under "Description of the Debentures--Certain
Definitions") or similar transaction between
Holdings and Silgan, or upon the assumption by
Silgan of the Debentures, the Debentures will
be subordinated in right of payment to all
Senior Indebtedness of the Successor
Corporation (as defined under "Description of
the Debentures--Subordination Upon Certain
Events") existing on the date of such
transaction or assumed or incurred thereafter.
If a Holdings Merger or similar transaction
between Holdings and Silgan had occurred on
December 31, 1993 or if Silgan had assumed the
Debentures at such date, there would have been
$327.2 million of indebtedness that would have
constituted Senior Indebtedness and
approximately $439.3 million of indebtedness
and other liabilities effectively senior to
the Debentures. See "Certain Risk Factors--
Holding Company Structure and Subordination
Upon Certain Events" and "Description of the
Debentures--Subordination Upon Certain
Events."

Covenants . . . . . . . . . The Indenture contains certain covenants that,
among other things, direct the application of
proceeds from certain asset sales and limit
the ability of Holdings and its subsidiaries
to incur indebtedness, pay dividends or make
other distributions on its capital stock or
purchase, redeem or retire shares of capital
stock of Holdings or any of its subsidiaries,
make prepayments of certain indebtedness, and
make loans or investments in entities other
than Restricted Subsidiaries (as defined under
"Description of the Debentures-- Certain
Definitions"), enter into transactions with
affiliates, engage in mergers or
consolidations, and, with respect to Holdings'
Restricted Subsidiaries, issue stock. See
"Description of the Debentures--Covenants."

CERTAIN RISK FACTORS

For a discussion of certain factors that should be considered in
evaluating an investment in the Debentures, see "Certain Risk Factors."

SUMMARY FINANCIAL DATA

The following summary historical consolidated financial data of Holdings
were derived from, and should be read in conjunction with, the historical
financial statements of Holdings that appear elsewhere in this Prospectus.
The following summary historical consolidated financial data of Silgan were
derived from, and should be read in conjunction with, the historical
financial statements of Silgan.

<TABLE> <CAPTION> SUMMARY FINANCIAL DATA
Predecessor
Silgan
Silgan Holdings Inc. Corporation
----------------------------------------------------------- -----------

Period from
April 6, 1989
Year Ended to Year Ended
December 31, December 31, December 31,
1993<fa> 1992 1991<fb> 1990<fc> 1989<fc><fd> 1989<fc>
-------- ------ -------- -------- ------------ --------
<C> <C> <C> <C> <C> <C>

<S> (Dollars in thousands)
Operating data:
Net sales . . . . . . . . $645,468 $630,039 $678,211 $657,537 $349,069 $610,682
Cost of goods sold . . . 571,174 554,972 605,185 582,991 310,413 537,485
------- ------- ------- ------- ------- -------
Gross profit . . . . . . 74,294 75,067 73,026 74,546 38,656 73,197
Selling, general and
administrative
expenses . . . . . . 32,460 32,784 34,129 37,536 16,970 34,687
------- ------- ------- ------- ------- -------
Income from operations . 41,834 42,283 38,897 37,010 21,686 38,510
Interest expense and other
related financing
costs . . . . . . . . 54,265 57,091 55,996 55,115 27,997 36,714
Minority interest expense -- 2,745 3,889 3,356 1,502 --
Other expense (income) . 35 25 (396) (574) (559) (810)
------- -------- ------- -------- -------- -------
Income (loss) before
income taxes . . . . (12,466) (17,578) (20,592) (20,887) (7,254) 2,606
Income tax provision
(benefit) <fe> . . . 1,900 2,200 -- (2,495) 204 995
-------- -------- --------- -------- ------- --------
Income (loss) before
extraordinary charges
and cumulative effect
of changes in
accounting principles (14,366) (19,778) (20,592) (18,392) (7,458) 1,611
Extraordinary charges
relating to early
extinguishment of debt (1,341) (23,597) -- -- -- --
Cumulative effect of
changes in accounting
principles <ff> . . . (6,276) -- -- -- -- --

Net income (loss) . . . (21,983) (43,375) (20,592) (18,392) (7,458) 1,611
Preferred stock div -- -- -- -- -- 2,897
-------- -------- --------- -------- -------- --------
common stockholders . $(21,983) $(43,375) $(20,592) $(18,392) $ (7,458) $ (1,286)
======== ======== ======== ======== ======== ========

Deficiency of earnings
available to cover
fixed charges and
preferred stock
dividends <fg> . . . . $ 12,466 $ 17,578 $ 20,592 $ 20,887 $ 7,254 $ 2,066

Balance Sheet Data (at end
of period):
Fixed assets . . . . . . $290,395 $223,879 $230,501 $244,672 $245,039 $245,039
Total assets . . . . . . 497,633 389,035 390,693 443,889 445,449 431,489
Total long-term debt . . 505,718 383,232 315,461 337,821 342,249 213,512
Redeemable preferred stock
of Silgan (minority
interest of Holdings) -- -- 27,878 24,061 20,766 20,766
Common stockholders'
equity (deficiency) . (170,017) (152,597) (109,222) (88,630) (70,238) 38,823

Other Data:
EBDITA <fh> . . . . . . . $ 76,095 $ 74,012 $ 72,141 $ 69,053 $ 36,116 $ 67,638
Capital expenditures . . 42,480 23,447 21,834 22,908 11,589 20,201
Depreciation and
amortization . . . . . 33,818 31,754 32,848 29,496 13,871 23,483
Number of employees (at
end of period) <fi> . 3,330 3,340 3,560 4,330 4,210 4,210

(footnotes follow)

<FN>
Notes to Summary Financial Data

<fa> On December 21, 1993, the Company acquired from Del Monte substantially all of the fixed assets
and certain working capital of its container manufacturing business. The acquisition was
accounted for as a purchase transaction and the results of operations have been included with the
Company's historical results from the acquisition date. See "Business--Company History." For a
discussion of the adjustments relating to such acquisition, see the Pro Forma Unaudited Combined
Statement of Operations for the year ended December 31, 1993 and the notes thereto appearing on
pages F-68 to F-70 of this Prospectus.

<fb> On November 15, 1991, the Company sold its nonstrategic PET carbonated beverage bottle business
(the "PET Beverage Sale"). For 1991, sales form the PET carbonated business were $33.4 million.
See "Business--Company History."

<fc> On July 13, 1990, Holdings and Silgan entered into a business combination (the "SPHI Business
Combination") with Silgan P.E.T. Holdings Inc. ("SPHI") whereby SPHI became a majority owned
subsidiary of Silgan. The SPHI Business Combination was accounted for in a manner similar to a
pooling of interests and accordingly Holdings' consolidated financial statements include SPHI for
periods subsequent to July 24, 1989. SPHI was formed in 1989 to acquire, through its wholly
owned subsidiary Silgan P.E.T. Corp. ("Silgan PET"), the business and related assets of Amoco
Container Company ("Amoco Container"). Such acquisition occurred on July 24, 1989 and was
accounted for as a purchase transaction. See "Business--Company History."

<fd> Holdings was incorporated on April 6, 1989. On June 30, 1989, Holdings acquired all of the
outstanding common stock of Silgan. See "Business--Company History." Holdings did not have any
operations from the date of inception through June 30, 1989.

<fe> Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes." The Company had previously reported under SFAS
No. 96 "Accounting for Income Taxes." There was no effect for the difference in methods at the
date of adoption. Furthermore, the adoption of SFAS No. 109 had no effect on the Company's 1993
provision for income taxes.

<ff> During 1993, the Company adopted SFAS No. 106, "Employers Accounting for Postretirement Benefits
Other than Pensions," SFAS No. 109, "Accounting for Income Taxes" and SFAS No. 112, "Employers
Accounting for Postemployment Benefits." There is no tax effect as a result of these changes due
to the net operating loss position of the Company. The Company has elected not to restate prior
years' financial statements for any of these pronouncements.

<fg> For purposes of computing the deficiency of earnings available to cover fixed charges and
preferred stock dividends, earnings consist of income (loss) before income taxes plus fixed
charges, excluding capitalized interest, and fixed charges consist of interest, whether expensed
or capitalized, minority interest expense, amortization of debt expense and discount or premium
relating to any indebtedness, whether expensed or capitalized, and such portion of rental expense
that is representative of the interest factor. For purposes of the calculation of the deficiency
of earnings available to cover fixed charges and preferred stock dividends, Silgan's preferred
stock dividend requirements are increased to an amount representing the pre-tax earnings that
would be required to cover such requirements.

<fh> "EBDITA" means consolidated net income before extraordinary charges, cumulative effect of changes
in accounting principles and preferred stock dividends plus, to the extent reflected in the
income statement for the period for which consolidated net income is to be determined, without
duplication, (i) consolidated interest expense (including minority interest expense), (ii) income
tax expense, (iii) deprelation expense, (iv) amortization expense, (v) epenses relating to postretirement
health care costs which amounted to $0.478 million in 1993, and (vi) charges relating to the vesting of benefits
under stock appreciation rights ("SARs") in connection with the 1989 Mergers (as defined in "Business--
Company History") of $1.973 million in Holdings' 1990 historical data and 1.973 million and $4.835 million in
Silgan's 1990 and 1989 historical data, respectively. The 1989 charge is not reflected in Holdings' historical
data because such charge occurred prior to the 1989 Mergers.

<fi> The number of employees at December 31, 1993 excludes 650 employees who joined the Company on
December 21, 1993 as a result of the acquisition by Containers of DM Can.

</TABLE>

CERTAIN RISK FACTORS

In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment
in the Debentures.

Holding Company Structure and Subordination Upon Certain Events

Holdings is a holding company with no significant assets other than its
investment in and advances to Silgan. The operations of Holdings are
conducted principally through Silgan's operating subsidiaries, Containers and
Plastics, each of which is a wholly owned subsidiary of Silgan. Therefore,
Holdings' ability to pay interest on the Debentures in 1996 when interest
thereon becomes due and payable and to pay the principal of the Debentures at
maturity is largely dependent upon the future performance and the cash flow
of such operating subsidiaries, which will be subject to prevailing economic
conditions and to financial, business and other factors (including the state
of the economy and the financial markets, demand for the products of the
Company, costs of raw materials, legislative and regulatory changes and other
factors beyond the control of such operating subsidiaries) affecting the
business and operations of such operating subsidiaries. Because Silgan and
its subsidiaries do not guarantee the payment of principal of and interest on
the Debentures, claims of holders of the Debentures effectively will be
subordinated to the claims of creditors of Silgan and its subsidiaries,
including claims of the lenders (the "Banks") named in the credit agreement
dated as of December 21, 1993 among Silgan and certain of its subsidiaries,
the Banks, Bank of America National Trust and Savings Association ("Bank of
America"), as Co-Agent, and Bankers Trust Company ("Bankers Trust"), as Agent
(the "Silgan Credit Agreement"), and holders of Silgan's Senior Secured
Floating Rate Notes due 1997 (the "Secured Notes"), which are guaranteed
directly by all of the operating subsidiaries of Silgan, holders of Silgan's
11-3/4% Senior Subordinated Notes due 2002 (the "11-3/4% Notes") and claims
of trade creditors, except to the extent that Holdings may be a creditor with
recognized claims against Silgan or such subsidiaries. As a result, in the
event of Silgan's insolvency, liquidation, reorganization, dissolution or
other winding up, or upon acceleration of certain of Silgan's indebtedness,
holders of Silgan's indebtedness (including the Banks and the holders of the
Secured Notes and the 11-3/4% Notes) must be paid in full before holders of
the Debentures may be paid. Although the Silgan Credit Agreement, the
Secured Notes, the 11-3/4% Notes and the Debentures impose certain
limitations on Silgan's and its subsidiaries' ability to incur additional
indebtedness, the Indenture does not prohibit Silgan and its subsidiaries
from incurring additional indebtedness. See "Description of
Debentures--Covenants." At December 31, 1993, Silgan and its subsidiaries
had $439.3 million of indebtedness and other liabilities that were
effectively senior to the Debentures.

In the event of a Holdings Merger or any similar transaction between
Holdings and Silgan or the assumption by Silgan of the Debentures, the
Debentures will be subordinated in right of payment to all existing and
future Senior Indebtedness of the Successor Corporation, including
indebtedness under the Silgan Credit Agreement, the Secured Notes and the
11-3/4% Notes. Other than as set forth in the previous sentence, the
Debentures will be senior indebtedness of Holdings ranking pari passu with
other senior indebtedness of Holdings and senior in right of payment to all
existing and future subordinated indebtedness of Holdings. Because of such
subordination, in the event of the Successor Corporation's bankruptcy,
insolvency, liquidation, reorganization, dissolution or other winding up, or
upon acceleration of certain indebtedness of the Successor Corporation,
holders of Senior Indebtedness must be paid in full before holders of the
Debentures may be paid. Although other instruments and agreements governing
the indebtedness of the Successor Corporation, including indebtedness under
the Silgan Credit Agreement, the Secured Notes and the 11-3/4% Notes, may
impose certain limitations on the Successor Corporation's ability to incur

additional indebtedness (including Senior Indebtedness), the Indenture does
not prohibit the Successor Corporation from incurring additional indebtedness
(including Senior Indebtedness). As of December 31, 1993, Holdings had total
consolidated liabilities of approximately $642.6 million (excluding its Class
A common stock, par value $.01 per share (the "Holdings Class A Stock"),
which is subject to a put option), including Silgan's outstanding aggregate
liabilities of approximately $327.2 million that constituted Senior
Indebtedness and indebtedness and other liabilities of approximately $439.3
million that were effectively senior to the Debentures in the event of a
Holdings Merger or any similar transaction between Holdings and Silgan or the
assumption by Silgan of the Debentures. A Holdings Merger or any similar
transaction between Holdings and Silgan or the assumption by Silgan of the
Debentures is generally prohibited by the Silgan Credit Agreement. Holdings
has no present intention of merging or entering into a similar transaction
with Silgan.

Ability of Silgan to Provide Financial Support to Holdings

Since Holdings' only asset is its investment in Silgan, its ability to
pay interest on the Debentures on and after December 15, 1996 (the date on
which interest is first payable on the Debentures) may depend upon its
receipt of funds paid by dividend or otherwise loaned, advanced or
transferred by Silgan to Holdings. While Silgan has no legal obligation to
make such funds available, it is expected that Silgan will do so if it is
permitted under the agreements to which it shall then be a party and if it
then has sufficient funds available for such purpose. If sufficient funds to
pay such interest are not generated by the operations of Silgan and its
subsidiaries, Holdings or Silgan may seek to borrow or otherwise finance the
amount of such payments or refinance the Debentures.

Neither the Secured Notes nor the 11-3/4% Notes limits the ability of
Silgan to pay cash dividends to Holdings in order to enable Holdings to pay
interest on the Debentures. The Silgan Credit Agreement presently prohibits
Silgan from paying dividends or otherwise transferring funds to Holdings in
order to service Holdings' indebtedness; however, the Silgan Credit Agreement
matures on September 15, 1996, prior to the date on which interest or
principal is payable on the Debentures. Silgan expects to enter into a new
credit facility to replace the Silgan Credit Agreement on or before September
15, 1996 on terms which would not limit the ability of Silgan to transfer
funds to Holdings in order to enable Holdings to pay interest on the
Debentures. However, there can be no assurance that Silgan will be able to
enter into a new credit facility on such terms. In such event, Silgan and
Holdings would consider pursuing alternative arrangements, including possible
equity and/or debt financings, to enable Holdings to meet its obligations.
There can be no assurance that any such alternative, if pursued, would be
accomplished or would enable Holdings to make timely payments of its
obligations under the Debentures. The funding requirements of Holdings to
service its indebtedness (beginning in December 1996) will be met by Silgan
through cash generated by operations or borrowings or by Holdings through
refinancings of its existing indebtedness or additional debt or equity
financings. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Capital Resources and Liquidity" and "Description
of Certain Silgan Indebtedness--Description of the Secured Notes" and "--
Description of the 11-3/4% Notes."

High Leverage; Stockholders' Deficiency; Deficiency of Earnings to Fixed
Charges

The Company is highly leveraged primarily as a result of the financing
of the acquisitions of its metal and plastic container businesses and as a
result of the sale by Holdings in 1989 of its Senior Reset Debentures due
2004 (the "Holdings Reset Debentures") in connection with the 1989 Mergers

and the refinancing of the Holdings Reset Debentures and incurrence of
additional indebtedness pursuant to the Debentures in connection with the
Refinancing. See "Business--Company History." In addition, the accretion of
original issue discount on the Debentures will cause an increase in
indebtedness of $109.6 million by June 15, 1996. Holdings has also
guaranteed the obligations and liabilities of Silgan and its subsidiaries
under the Silgan Credit Agreement. See "Description of Certain Silgan
Indebtedness--Description of the Silgan Credit Agreement." Also, Holdings
has a common stockholders' deficiency and a deficiency of earnings available
to cover fixed charges. As of December 31, 1993, Holdings' stockholders'
deficiency was $170.0 million, and its earnings before fixed charges were
less than its fixed charges by $12.5 million for the year ended December 31,
1993. See "Capitalization." Holdings' high level of indebtedness, common
stockholders' deficiency and deficiency of earnings available to cover fixed
charges pose substantial risks to purchasers of the Debentures.

Restrictive Covenants under Financing Agreements

In connection with the incurrence of their indebtedness, Silgan and
Holdings have entered into instruments and agreements governing such
indebtedness (the "Financing Agreements"), which Financing Agreements contain
numerous covenants, including financial and operating covenants, certain of
which are quite restrictive. In particular, certain financial covenants
become more restrictive over time in anticipation of scheduled debt
amortization and improved operating results. Such covenants also affect, and
in many respects significantly limit or prohibit, among other things, the
ability of the Company to incur additional indebtedness, create liens, sell
assets, engage in mergers and acquisitions, make certain capital expenditures
and pay dividends. For a description of such covenants, see "Description of
Certain Silgan Indebtedness" and "Description of the Debentures."

The ability of the Company to satisfy such covenants and its other
obligations (including scheduled reductions of its indebtedness under the
Silgan Credit Agreement and its obligations under the Secured Notes, the
11-3/4% Notes and the Debentures) depends upon, among other things, the
future financial performance of Silgan and its subsidiaries, which will be
subject to prevailing economic conditions and to financial, business and
other factors (including the state of the economy and the financial markets,
demand for the products of the Company, costs of raw materials, legislative
and regulatory changes and other factors beyond the control of the Company)
affecting the business and operations of Silgan and its subsidiaries.

The factors described above could adversely affect the Company's ability
to meet its financial obligations, including its obligations to holders of
the Debentures. These factors could also limit the ability of the Company to
take advantage of business and technological opportunities and to effect
financings and could otherwise restrict corporate activities.

Management believes that the Company will be able to comply with the
financial covenants and other restrictions in the Financing Agreements and
that it will have sufficient cash flow available from operations to meet its
obligations; however, there can be no assurance of such compliance or of the
availability of sufficient cash flow. If the Company anticipates that it
will be unable to comply with covenants in any Financing Agreement or that
its cash flow will be insufficient to meet its debt service, dividend and
other operating needs, the Company might be required to seek amendments or
waivers to its Financing Agreements, refinance its debts or dispose of
assets. There can be no assurance that any such action could be effected on
satisfactory terms or would be permitted under the terms of the Financing
Agreements. In the event of a default under the terms of any of the
Financing Agreements, the obligees thereunder would be permitted to
accelerate the maturity of such obligations and cause defaults under other
obligations of the Company. Such defaults could be expected to delay or
preclude payment of principal of and/or interest on the Debentures.

Secured Indebtedness

As of December 31, 1993, the Company had outstanding approximately
$192.2 million of indebtedness that is secured by assets of Silgan and its
subsidiaries, including indebtedness under the Silgan Credit Agreement and
the Secured Notes. The Indenture permits the Company to incur certain
additional secured indebtedness. See "Description of the Debentures."
Holders of secured indebtedness of the Company, including the indebtedness
under the Silgan Credit Agreement and the Secured Notes, have claims with
respect to the assets of the Company constituting collateral that are prior
to the claims of holders of the Debentures. In the event of a default on the
Debentures or a bankruptcy, insolvency, liquidation, reorganization,
dissolution or other winding up of the Company, or upon the acceleration of
any Senior Indebtedness, such assets would be available to satisfy
obligations with respect to the indebtedness secured thereby before any
payment therefrom could be made on the Debentures. See "Description of
Certain Silgan Indebtedness."

The indebtedness under the Silgan Credit Agreement and the Secured Notes
is secured by a pledge of assets of Silgan and by pledges of the shares of
stock of Silgan's subsidiaries. The indebtedness under the Silgan Credit
Agreement is also guaranteed by Holdings which guarantee is secured by a
pledge of the shares of stock of Silgan. In addition, Silgan's indebtedness
under the Silgan Credit Agreement and the Secured Notes is guaranteed by
substantially all of Silgan's subsidiaries and the obligations of each such
subsidiary are secured by substantially all the assets of each such
subsidiary. The Debentures are effectively subordinated to such pledges and
guarantees as well as all other indebtedness and liabilities of Silgan and
its subsidiaries.

Certain Federal Income Tax Consequences

For federal income tax purposes, a holder of a Debenture is required to
include in income as interest original issue discount ("OID") as such OID
accrues, although no cash payments of interest will be made on the Debentures
prior to December 15, 1996. See "Certain Federal Income Tax Considerations."
However, because of their yield, the Debentures are subject to the high yield
discount obligation rules of the Internal Revenue Code, and thus Holdings is
not able to deduct interest, including OID, accruing on the Debentures until
such interest and OID is paid in cash or property (other than stock or debt
of Holdings or a related party). See "Certain Federal Income Tax
Considerations." As a result, a portion of the tax deductions that would
otherwise be available to Holdings in respect of the Debentures is deferred
(until their maturity or sooner upon early repayment in cash or qualified
property) which, in turn, might reduce the after-tax cash flows of Holdings
and its subsidiaries. Holdings expects to utilize the net operating loss
carryforwards available to the Company to offset (but not eliminate) the
effect of such deferral. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Capital Resources and
Liquidity."

Ability of the Company to Incur Additional Indebtedness

Although the Silgan Credit Agreement (which matures on September 15,
1996) limits the incurrence by the Company of additional indebtedness and
prohibits any transaction pursuant to which Silgan becomes the direct obligor
on the Debentures, the 11-3/4% Notes, the Secured Notes and the Indenture
permit, subject to certain limitations, the incurrence by Holdings and its
subsidiaries of a substantial amount of additional indebtedness, including
additional Senior Indebtedness, indebtedness secured by liens on the
Company's assets and other indebtedness that is effectively senior to or pari
passu with the Debentures. For example, the Indenture permits Silgan and its

subsidiaries to incur indebtedness, which would be effectively senior to the
Debentures, including secured indebtedness, if after giving effect to the
incurrence of such indebtedness, Silgan's Interest Coverage Ratio (as defined
under "Description of the Debentures--Certain Definitions") is at least 2.1
to 1. For the twelve month period ended December 31, 1993, Silgan's Interest
Coverage Ratio was 3.0 to 1. The Indenture also permits Holdings to incur
any indebtedness, including Senior Indebtedness, if, after giving effect to
the incurrence of such indebtedness, Holdings' Interest Coverage Ratio is at
least 1.75 to 1. For the twelve month period ended December 31, 1993,
Holdings' Interest Coverage Ratio was 1.50 to 1. The Indenture also permits
certain specified additional indebtedness to be incurred by Holdings
including up to an additional $50 million of any type of indebtedness. See
"Description of Certain Silgan Indebtedness" and "Description of the
Debentures."

Risk of Fraudulent Transfer Liability; Certain State Law Considerations

The incurrence by Holdings and its subsidiaries of indebtedness,
including the Debentures, and Silgan's ability to make distributions to
Holdings may be limited by state and federal fraudulent transfer laws. If a
court in a lawsuit by an unpaid creditor or representative of creditors of
Holdings, such as a trustee in bankruptcy or Holdings as debtor-in-
possession, were to find that (i) there was actual intent to hinder, delay or
defraud creditors or (ii) Holdings received less than reasonably equivalent
value for the indebtedness and that, at the time of or after and giving
effect to such incurrence, Holdings (a) was insolvent, (b) was rendered
insolvent by reason of such incurrence, (c) was engaged in a business or
transaction for which the assets remaining constituted unreasonably small
capital or (d) intended to incur, or believed that it would incur, debts
beyond its ability to pay as such debts matured, such court could void such
indebtedness and order that the payments of interest and principal on such
indebtedness be returned to Holdings or to a fund for the benefit of its
creditors.

The measure of insolvency for purposes of the foregoing will vary
depending upon the law of the jurisdiction that is being applied. Generally,
an entity would be considered insolvent if the sum of its debts is greater
than all of its property at a fair valuation, or if the present fair saleable
value of its assets is less than the amount that will be required to pay its
probable liability on its existing debts (including contingent liabilities)
as they become absolute and matured. Holdings believes that the obligations
under the Debentures were incurred for proper purposes and in good faith and,
based on Holdings' prospects and other financial information, Holdings
believes that at the time of the incurrence of such obligations, Holdings was
solvent, would continue to have sufficient capital to carry on its business
and would continue to be able to pay its debts as they matured. Furthermore,
Holdings believes that the proceeds of the Debentures constitute reasonably
equivalent value or fair consideration therefor. There can be no assurance,
however, that a court would not determine that Holdings was insolvent at the
time and after giving effect to the incurrence of the obligations under the
Debentures. Nor can there be any assurance that, regardless of whether
Holdings was solvent, the incurrence of the obligations under the Debentures
would not constitute a fraudulent transfer on another of the criteria listed
above.

Supply Agreements with Principal Customers

The Nestle Supply Agreements and the DM Supply Agreement provide
Containers with a potential market for a substantial portion of its can
output during the terms of these agreements. Sales to Nestle represented
approximately 34% of the Company's consolidated sales during 1993. On a pro
forma basis, giving effect to the acquisition of DM Can, approximately 27% of
the Company's 1993 sales would have been to Nestle and 21% of the Company's
1993 sales would have been to Del Monte. See "Business--Sales and

Marketing."

Pursuant to the Nestle Supply Agreements, if Nestle receives a
competitive bid for any product supplied, Containers has the right to match
such bid with respect to the type and volume of cans over the period of the
competitive bid. In the event that Containers chooses not to match a
competitive bid, Nestle may purchase cans from the competitive bidder at the
competitive bid price for the term of the bid. Since 1990, Nestle has
requested that Containers match certain bids received from other potential
suppliers. Containers agreed to match such bids (which has resulted in minor
margin impact) and continues to supply substantially all of the can
requirements of the former Carnation operations of Nestle. In the future,
there can be no assurance that Containers will choose to match any such bids
or that, even if matched, such bids will be at a level sufficient to allow
Containers to maintain margins currently received. Until any such bids are
received by Nestle and submitted to the Company, the Company cannot predict
the effect, if any, of such bids upon its financial condition or results of
operations. Significant reduction of margins or the loss of significant unit
volume under the Nestle Supply Agreements could, however, have a material
adverse effect on the Company. Under the DM Supply Agreement, after five
years, Del Monte may, under certain circumstances, receive proposals with
terms more favorable than those under the DM Supply Agreement from
independent commercial can manufacturers for the supply of containers of a
type and quality similar to the metal containers that Containers furnishes to
Del Monte, which proposals shall be for the remainder of the term of the DM
Supply Agreement and for 100% of the annual volume of containers at one or
more of Del Monte's canneries. Containers has the right to retain the
business subject to its meeting the terms and conditions of such competitive
proposal. See "Business--Sales and Marketing."

Neither the Nestle Supply Agreements nor the DM Supply Agreement
requires the purchase of minimum amounts, and should Nestle's or DM's demand
decrease, the Company's consolidated sales could decrease. In addition,
should Nestle terminate any of the Nestle Supply Agreements or Del Monte
terminate the DM Supply Agreement because of Containers' inability to meet
quality or other requirements, it is highly unlikely that the Company or its
subsidiaries could quickly replace the amount of sales represented thereby.
Therefore, it is probable that any such termination would have a material
adverse effect on the Company. See "Business--Sales and Marketing."

Competition

The manufacture and sale of metal and plastic containers is highly
competitive and many of the Company's competitors have substantially greater
financial resources than the Company. See "Business--Competition."

Dependence on Key Personnel

The success of the Company depends to a large extent on a number of key
employees, and the loss of the services provided by them could materially
adversely affect the Company. In particular, the loss of the services
provided by R. Philip Silver, the Chairman of the Board and Co-Chief
Executive Officer of Holdings and Silgan, and D. Greg Horrigan, the President
and Co-Chief Executive Officer of Holdings and Silgan, could materially
adversely affect the Company. However, the Company's operations are
conducted through Containers and Plastics, each of which has its own
independent management. S&H, Inc. ("S&H"), a company wholly owned by Messrs.
Silver and Horrigan, has agreed to provide certain general management and
administrative services to each of Holdings, Silgan, Containers and Plastics
pursuant to management services agreements which are effective through 1999.
See "Certain Transactions--Management Agreements" and "Description of
Holdings Common Stock--Description of the Holdings Organization Agreement."

Other Management Interests

In the future, Messrs. Silver and Horrigan, possibly together with
Morgan Stanley or its affiliates, may form additional corporations or
partnerships or enter into other transactions for the purpose of making other
acquisitions. In connection therewith, Messrs. Silver and Horrigan may
provide certain general management and administrative services to such
corporations and partnerships. Additionally, circumstances could arise in
which the interests of Messrs. Silver and Horrigan, Morgan Stanley and its
affiliates and such new corporations or partnerships could conflict with the
interests of the Company.

Certain Interests of Affiliates

The Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF II") owns
38.48% of the outstanding common stock of Holdings. See "Securities
Ownership of Certain Beneficial Owners and Management--Certain Beneficial
Owners of Holdings' Capital Stock." The general partner of MSLEF II and
Morgan Stanley are both wholly owned subsidiaries of Morgan Stanley Group
Inc. ("MS Group"), and two of the directors of Holdings and Silgan are
officers of Morgan Stanley. As a result of these relationships, MS Group and
its affiliates will continue to have significant influence over the
management policies and corporate affairs of the Company. Morgan Stanley
also receives compensation for ongoing financial advice to the Company and
its affiliates. See "Certain Transactions" and "Market-Making Activities of
Morgan Stanley."

Certain decisions concerning the operations or financial structure of
the Company may present conflicts of interest between the owners of Holdings'
common stock and the holders of the Debentures. For example, if the Company
encounters financial difficulties, or is unable to pay its debts as they
mature, the interests of the Holdings' equity investors might conflict with
those of the holders of the Debentures. In addition, the equity investors
may have an interest in pursuing acquisitions, divestitures, financings or
other transactions that, in their judgment, could enhance their equity
investment, even though such transactions might involve risks to the holders
of the Debentures.

Trading Market for the Debentures

Morgan Stanley currently makes a market in the Debentures. However, it
is not obligated to do so, and any such market-making may be discontinued at
any time without notice, at its sole discretion. Therefore, no assurance can
be given as to the liquidity of, or the trading market for, the Debentures.
See "Market-Making Activities of Morgan Stanley."

The liquidity of, and trading market for, the Debentures may also be
adversely affected by declines and volatility in the market for high yield
securities generally as well as by any changes in the Company's financial
performance or prospects.

THE COMPANY

On December 21, 1993, Silgan's wholly owned subsidiary, Containers
acquired from Del Monte substantially all of the fixed assets and certain
working capital of DM Can for approximately $73 million. See "Business--
Company History" below. In connection therewith, Containers and Del Monte
entered into the DM Supply Agreement pursuant to which Containers supplies
substantially all of the metal container requirements of Del Monte for a term
of ten years. On a pro forma basis giving effect to the acquisition of DM
Can, in 1993 the Company would have had net sales of $818 million. See
"Business--Sales and Marketing" below.

Management believes that the Company is the largest food can producer in
the United States (based on pro forma unit sales after giving effect to the
acquisition of DM Can) and one of the largest producers in the United States
of HDPE containers for the personal care market and a major producer of PET
products for the personal care and food markets. Silgan has experienced
significant growth since its inception in 1987 as a result of its
acquisitions and related increased market position.

Management estimates that Containers is currently the nation's largest
manufacturer of metal food containers and that in 1993 Containers sold
approximately 27% of all metal food containers sold in the United States by
non-captive manufacturers (manufacturers of containers not owned by a user of
containers) and approximately 16% of all metal food containers sold in the
United States, in each case based on unit sales. On a pro forma basis giving
effect to the acquisition of DM Can, in 1993 Containers would have sold
approximately 34% of all metal food containers sold in the United States by
non-captive manufacturers and approximately 22% of all metal food containers
sold in the United States. Although the food can industry in the United
States is relatively stable and mature in terms of unit sales growth,
Containers, on a pro forma basis after giving effect to the acquisition of DM
Can, has realized compound annual unit sales growth in excess of 12% since
1987. Types of containers manufactured include those for vegetables, fruit,
pet food, tomato based products, evaporated milk and infant formula.
Pursuant to the Nestle Supply Agreements, Containers supplies substantially
all of the can requirements of the former Carnation operations of Nestle. In
addition to the Nestle Supply Agreements and the DM Supply Agreement,
Containers has other long-term supply arrangements with other customers. The
Company estimates that in excess of 80% of Containers' sales in 1994 will be
pursuant to long-term supply arrangements. See "Business--Sales and
Marketing" below.

Management believes that Silgan's wholly owned subsidiary, Plastics, is
one of the leading manufacturers of plastic containers sold in the United
States for the personal care, household and pharmaceutical markets served by
the Company. Plastic containers manufactured by Plastics include personal
care containers for shampoos, conditioners, hand creams, lotions and
cosmetics, household containers for light detergent liquids, scouring
cleaners and specialty cleaning agents and pharmaceutical containers for
tablets, laxatives and eye cleaning solutions. Plastics is also one of the
leading manufacturers of PET containers sold in the United States for
applications other than soft drinks. Plastics manufactures custom PET
medicinal and health care product containers (such as mouthwash bottles),
custom narrow-neck food product containers (such as salad dressing bottles),
custom wide-mouth food product containers (such as mayonnaise and peanut
butter containers) and custom non-soft drink beverage product containers
(such as juice, water and liquor bottles). See "Business--Products."

focused on achieving operating cost advantages over its competitors,
primarily through low labor costs, low overhead, technologically advanced
manufacturing processes and by exploiting the favorable geographic locations
of its 22 can plants. Since its acquisition in 1987 of Nestle Can,
Containers has invested more than $82 million in its existing manufacturing
facilities and has spent approximately $66 million for the purchase of
additional can manufacturing assets. As a result of these efforts and
management's focus on quality and service, Containers has increased its
overall share of the food can market by approximately 100% in terms of unit
sales, from a share of approximately 11% in 1987 to a share of approximately
22% in 1993, on a pro forma basis giving effect to the acquisition of DM Can.

Plastics has increased its market position primarily by strategic
acquisitions. From a sales base of $89 million in 1987, Plastics' sales
increased to $186 million in 1993, or 13% on a compound annual basis. While
many of Plastics' larger competitors employ technology oriented to large
bottles and long production runs, Plastics has focused on mid-sized,
extrusion blow-molded plastic containers requiring special decoration and
shorter production runs. Plastics emphasizes value-added fabrication of the
container, creative design and sophisticated decoration processes. Plastics
is also aggressively pursuing new markets for plastic containers, including
the PCR resin segment of the market. Based upon published information and
management's experience in the industry, management believes that PET custom
containers are replacing glass containers for products such as mouthwash,
salad dressing, peanut butter and liquor. Management also believes that
Plastics is well positioned because of its technologically advanced equipment
to respond to opportunities for future growth in the rigid plastic container
market. Furthermore, to the extent that mandatory recycling laws, customer
preferences or manufacturing costs result in increased demand for HDPE
containers that are manufactured using PCR resins, the Company believes that
its proprietary equipment is particularly well-suited for the production of
such containers because of the relatively low capital costs required to
convert its equipment from the use of virgin resins.

The Company is also engaged in the manufacture and sale of paper
containers primarily used by processors and packagers in the food industry.
Sales of paper containers in 1993 were approximately $13 million.

Holdings is a Delaware corporation organized in April 1989, that, in
June 1989, through certain mergers acquired all of the outstanding common
stock of Silgan. Holdings' principal asset is all of the outstanding capital
stock of Silgan. Prior to June 30, 1989, Holdings did not engage in any
business. See "Business-- Company History." The principal executive offices
of Holdings are located at 4 Landmark Square, Stamford, Connecticut 06901,
telephone number (203) 975-7110.

CAPITALIZATION

The following table sets forth the unaudited consolidated capitalization
of Holdings as of December 31, 1993. This table should be read in
conjunction with the consolidated financial information of Holdings included
elsewhere in this Prospectus.

December 31, 1993
-----------------

(Dollars in thousands)

Short-term debt:
---------------

Current portion of term loans . . . . . . . . . . $ 20,000

Working capital loans . . . . . . . . . . . 2,200
-------
Total short-term debt <fa> . . . . . . . . . $ 22,200
========

Long-term debt:
--------------

Term loans . . . . . . . . . . . . . . . . . . . $120,000

Senior Secured Floating Rate Notes due 1997 . . . 50,000
11-3/4% Senior Subordinated Notes due 2002 . . . 135,000

13-1/4% Senior Discount Debentures due 2002 . . . 200,718
-------
Total long-term debt <fa> . . . . . . . . . $505,718
-------

Class A Common Stock of Holdings subject to
put option <fb> <fc> . . . . . . . . . . . . . $ 25,050

Deficiency in stockholders' equity:
Common stock . . . . . . . . . . . . . . . . 8

Additional paid-in capital . . . . . . . . . 33,606

Accumulated deficit . . . . . . . . . . . . (203,631)
-------
Total deficiency in stockholders' equity (170,017)
-------

Total capitalization . . . . . . . . . . . . . . $360,751
-------

______________________
[FN]

<fa> See "Description of Certain Silgan Indebtedness" and "Description of the
Debentures."

<fb> For a description of the common stock of Holdings, see "Description of
Holdings Common Stock--General."

<fc> For information regarding the common stock of Holdings subject to put
options, see "Description of Holdings Common Stock--Description of the
Holdings Organization Agreement."

SELECTED FINANCIAL DATA

Set forth below are selected historical consolidated financial data of
Holdings at December 31, 1993, 1992, 1991 and 1990 and for the years then
ended and as of and for the operating period April 6, 1989 to December 31,
1989. Also set forth below are selected historical financial data derived
from the historical financial statements of Silgan at December 31, 1989 and

for the year then ended.

The selected historical consolidated financial data of Holdings at
December 31, 1993 and 1992 and for each of the three years in the period
ended December 31, 1993 (with the exception of employee data) were derived
from the historical consolidated financial statements of Holdings for such
periods that were audited by Ernst & Young, independent auditors, whose
report appears elsewhere in this Prospectus. The selected historical
consolidated financial data of Holdings at December 31, 1990 and 1989, for
the year ended December 31, 1990 and for the period April 6, 1989 through
December 31, 1989 were derived from the historical audited consolidated
financial statements of Holdings. The selected historical consolidated
financial data of Silgan at December 31, 1989 and for the year then ended
(with the exception of employee data) were derived from the historical
audited consolidated financial statements of Silgan for such period.

The selected historical consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the audited financial statements and
accompanying notes thereto included elsewhere in this Prospectus.

SELECTED FINANCIAL DATA

Predecessor
Silgan
Silgan Holdings Inc. Corporation
--------------------------------------------------------------- -----------

Period from
Year Ended April 6, 1989
December 31, to Year Ended
----------------------------------------------- December 31, December 31,
1993<fa> 1992 1991<fb> 1990<fc> 1989<fc><fd> 1989<fc>
-------- ------ -------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>

(Dollars in thousands)
Operating data:
Net sales . . . . . . . . . $645,468 $630,039 $678,211 $657,537 $349,069 $610,682
Cost of goods sold . . . . 571,174 554,972 605,185 582,991 310,413 537,485
------- ------- ------- ------- ------- -------
Gross profit . . . . . . . 74,294 75,067 73,026 74,546 38,656 73,197
Selling, general and
administrative expenses 32,460 32,784 34,129 37,536 16,970 34,687
------- ------- ------- ------- ------- -------
Income from operations . . 41,834 42,283 38,897 37,010 21,686 38,510
Interest expense and other
related financing costs 54,265 57,091 55,996 55,115 27,997 36,714
Minority interest expense . -- 2,745 3,889 3,356 1,502 --
Other expense (income) . . 35 25 (396) (574) (559) (810)
------ ------- ------ ------ ------ ------
Income (loss) before income
taxes . . . . . . . . . (12,466) (17,578) (20,592) (20,887) (7,254) 2,606
Income tax provision
(benefit) <fe> . . . . . 1,900 2,200 -- (2,495) 204 995
------ ------ ------ ------ ------ ------
Income (loss) before
extraordinary charges and
cumulative effect of
changes in accounting
principles . . . . . . . (14,366) (19,778) (20,592) (18,392) (7,458) 1,611
Extraordinary charges
relating to early
extinguishment of debt . (1,341) (23,597) -- -- -- --
Cumulative effect of changes
in accounting principles
<ff> . . . . . . . . . . (6,276) -- -- -- -- --
------ ------ ------ ------ ------- ------

Net income (loss) . . . . (21,983) (43,375) (20,592) (18,392) (7,458) 1,611
Preferred stock dividend
requirements . . . . . . -- -- -- -- -- 2,897
------ ------ ------ ------ ------ ------
Net loss applicable to
common stockholders . $(21,983) $(43,375) $(20,592) $(18,392) $ (7,458) $ (1,286)
======= ======= ======= ======= ======= =======

Deficiency of earnings
available to cover fixed
charges and preferred
stock dividends <fg> . . $ 12,466 $ 17,578 $ 20,592 $ 20,887 $ 7,254 $ 2,066

Balance Sheet Data (at end
of period):
Fixed assets . . . . . . . $290,395 $223,879 $230,501 $244,672 $245,039 $245,039
Total assets . . . . . . . 497,633 389,035 390,693 443,889 445,449 431,489
Total long-term debt . . . 505,718 383,232 315,461 337,821 342,249 213,512
Redeemable preferred stock
of Silgan (minority
interest of Holdings) . -- -- 27,878 24,061 20,766 20,766
Common stockholders' equity
(deficiency) . . . . . (170,017) (152,597) (109,222) (88,630) (70,238) 38,823

Other Data:
EBDITA <fh> . . . . . . . . $76,095 $74,012 $72,141 $69,053 $36,116 $67,638
Capital expenditures . . . 42,480 23,447 21,834 22,908 11,589 20,201
Depreciation and
amortization . . . . . . 33,818 31,754 32,848 29,496 13,871 23,483
Number of employees (at end
of period) <fi> . . . . 3,330 3,340 3,560 4,330 4,210 4,210

<FN>
Notes to Selected Financial Data

<fa> On December 21, 1993, the Company acquired from Del Monte substantially all of the fixed assets and certain working
capital of its container manufacturing business. The acquisition was accounted for as a purchase transaction and the
results of operations have been included with the Company's historical results from the acquisition date. See
"Business--Company History." For a discussion of the adjustments relating to such acquisition, see the Pro Forma
Unaudited Combined Statement of Operations for the year ended December 31, 1993 and the notes thereto appearing on
pages F-68 to F-70 of this Prospectus.

<fb> On November 15, 1991, the Company completed the PET Beverage Sale. For 1991, sales from the PET carbonated beverage
business were $33.4 million. See "Business--Company History."

<fc> On July 13, 1990, Holdings and Silgan entered into the SPHI Business Combination with SPHI whereby SPHI became a
majority owned subsidiary of Silgan. The SPHI Business Combination was accounted for in a manner similar to a
pooling of interests and accordingly Holdings' consolidated financial statements include SPHI for periods subsequent
to July 24, 1989. SPHI was formed in 1989 to acquire, through its wholly owned subsidiary Silgan PET, the business
and related assets of Amoco Container. Such acquisition occurred on July 24, 1989 and was accounted for as a
purchase transaction. See "Business--Company History."

<fd> Holdings was incorporated on April 6, 1989. On June 30, 1989, Holdings acquired all of the outstanding common stock
of Silgan. See "Business-Company History." Holdings did not have any operations from the date of inception through
June 30, 1989.

<fe> Effective January 1, 1993, the Company adopted SFAS No. 109, "Accounting for Income Taxes." The Company had
previously reported under SFAS No. 96 "Accounting for Income Taxes." There was no effect for the difference in
methods at the date of adoption. Furthermore, the adoption of SFAS No. 109 had no effect on the Company's 1993
provision for income taxes.

<ff> During 1993, the Company adopted SFAS No. 106, "Employers Accounting for Postretirement Benefits Other than
Pensions," SFAS No. 109, "Accounting for Income Taxes" and SFAS No. 112, "Employers Accounting for Postemployment
Benefits." There is no tax effect as a result of these changes due to the net operating loss position of the
Company. The Company has elected not to restate prior years' financial statements for any of these pronouncements.

<fg> For purposes of computing the deficiency of earnings available to cover fixed charges and preferred stock dividends,
earnings consist of income (loss) before income taxes plus fixed charges, excluding capitalized interest, and fixed
charges consist of interest, whether expensed or capitalized, minority interest expense, amortization of debt expense
and discount or premium relating to any indebtedness, whether expensed or capitalized, and such portion of rental
expense that is representative of the interest factor. For purposes of the calculation of the deficiency of earnings
available to cover fixed charges and preferred stock dividends, Silgan's preferred stock dividend requirements are
increased to an amount representing the pre-tax earnings that would be required to cover such requirements.

<fh> "EBDITA" means consolidated net income before extraordinary charges, cumulative effect of changes in accounting
principles and preferred stock dividends plus, to the extent reflected in the income statement for the period for
which consolidated net income is to be determined, without duplication, (i) consolidated interest expense (including
minority interest expense), (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v)
expenses relating to postretirement health care costs which amounted to $0.478 million in 1993, and (vi) charges
relating to the vesting of benefits under SARs in connection with the 1989 Mergers of $1.973 million in Holdings'
1990 historical data and $1.973 million and $4.835 million in Silgan's 1990 and 1989 historical data, respectively.
The 1989 charge is not reflected in Holdings' historical data because such charge occurred prior to the 1989 Mergers.

<fi> The number of employees at December 31, 1993 excludes 650 employees who joined the Company on December 21, 1993 as a
result of the acquisition by Containers of DM Can.

</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General

Although the food can industry in the United States is relatively stable
and mature in terms of unit sales growth, Containers has realized compound
annual unit growth in excess of 7% since 1987. On a pro forma basis giving
effect to the acquisition of DM Can, annual unit sales growth of Containers
is in excess of 12% since 1987. Plastics is pursuing new markets for its
plastic containers, including the PCR recycled resin segment of the market.
Based upon published information and management's experience in the industry,
management believes that PET custom containers are replacing glass containers
for products such as mouthwash, salad dressing, peanut butter and liquor.
Management also believes that Plastics is well positioned because of its
technologically advanced equipment to respond to opportunities for future
growth in the rigid plastic container market.

Sales growth at Containers and Plastics has enabled the Company to
improve EBDITA by achieving economies of scale. Since 1991 Containers has
closed two smaller, higher cost facilities and Plastics has implemented an
aggressive consolidation and rationalization program that resulted in the
closing of three plants, the consolidation of technical and administrative
centers and a substantial reduction in personnel. In November 1991, Plastics
sold its nonstrategic PET carbonated beverage bottle business, exiting that
commodity business. The Company has reduced its selling and administrative
expenses and its manufacturing costs as a result of these actions.

In 1992, Holdings and Silgan completed the Refinancing to improve their
financial flexibility. See "Business--Company History."

On December 21, 1993, Containers acquired the assets of DM Can for
approximately $73 million. In connection with the acquisition of DM Can,
Containers and Del Monte entered into the DM Supply Agreement under which for
a term of ten years Containers will supply all of Del Monte's metal container
requirements for the packaging of food and beverages in the United States and
not less than 65% of Del Monte's annual requirements of metal containers for
the packaging of food and beverages at Del Monte's Irapuato, Mexico facility.
As a result of the acquisition of DM Can, the Company will produce almost all
of the containers necessary to package the canned vegetable and fruit
products of Del Monte, the largest provider of canned fruits and vegetables
in the United States.

In conjunction with the acquisition of DM Can, Silgan, Containers and
Plastics entered into the Silgan Credit Agreement with the Banks. The
proceeds from the Silgan Credit Agreement were used to finance, in part, the
acquisition of DM Can, repay in full amounts owing under the Amended and
Restated Credit Agreement (as defined under "Business--Company History") and
pay fees and expenses related thereto. Additionally, Holdings issued and
sold 250,000 shares of its Class B common stock, par value $.01 per share
(the "Holdings Class B Stock"), for $15 million, which amount Holdings
contributed to the capital of Silgan.

The Company believes that the combination of the nine DM Can facilities
with its existing thirteen can plants will create cost reduction
opportunities through plant rationalization and equipment investment as well
as additional cost savings from production scheduling and line
reconfiguration.

This discussion should be read in conjunction with the selected
financial data, the pro forma financial data, the historical statements of
operations and the notes thereto included elsewhere in this Prospectus. In
addition to the discussion of historical results of operations, to provide
more meaningful information about the acquisition of DM Can, management has
provided a pro forma discussion of the results of operations of the Company
for the year ended December 31, 1993 as compared to the year ended December
31, 1992, after giving effect to the acquisition of DM Can.

Results of Operations

Year Ended December 31, 1993 Compared with Year Ended December 31, 1992.

Net sales of metal containers increased $20.1 million, or 4.7%, to
$445.9 million for the year ended December 31, 1993, compared to $425.8
million for the same period in 1992. Net sales of metal containers to Nestle
decreased $11.6 million to $214.1 million, compared to net sales of $225.7
million for the same period in 1992, primarily due to reduced demand by
Nestle. Net sales of metal containers to other customers increased $31.7
million to $231.8 million, compared to net sales of $200.1 million for the
same period in 1992. The increase was primarily due to an increase in unit
sales to existing non-vegetable pack customers and the purchase of an
additional manufacturing facility in May 1993, which accounted for sales of
$12.5 million, offset, in part, by lower unit sales to vegetable pack
customers due to the extremely wet weather in the Midwest in the summer of
1993.

Net sales of plastic containers were $186.3 million for the year ended
December 31, 1993, $6.3 million lower than net sales of plastic containers of
$192.6 million for the same period in 1992. The decrease in net sales was
primarily attributable to lower unit sales to existing customers due to soft
market conditions.

Sales of other containers increased approximately 15% to $13.3 million
for the year ended December 31, 1993, compared to $11.6 million for the same
period in 1992.

Cost of goods sold was 88.5% of net sales ($571.2 million) for the year
ended December 31, 1993, compared to 88.1% of net sales ($555.0 million) for
the same period in 1992. The increase in cost of goods sold as a percentage
of sales principally resulted from higher per unit manufacturing costs
incurred as a result of higher depreciation expense, lost margin on
outsourced cans due to capacity constraints in early 1993, offset, in part,
by general gains in manufacturing efficiencies.

Selling, general and administrative expenses were 5.0% of net sales
($32.5 million) for the year ended December 31, 1993, compared to 5.2% ($32.8
million) for the same period in 1992. The decrease in selling, general and
administrative expenses as a percentage of sales was principally attributable
to the maintenance of a constant level of expenditures on a greater sales
base.

Income from operations as a percentage of net sales was 6.5% ($41.8
million) for the year ended December 31, 1993, compared to 6.7% ($42.3
million) for the same period in 1992. The 0.2% decrease in income from
operations as a percentage of sales was due primarily to the aforementioned
decrease in gross profit margin.

Interest expense decreased by approximately $5.5 million to $54.3
million for the year ended December 31, 1993 compared with $59.8 million
(including minority interest expense of $2.7 million) for the same period in
1992. The decrease principally reflected the benefit of the refinancing in
June 1992 of the Company's and Silgan's debt and Silgan's preferred stock at
lower average interest rates.

The provisions for income taxes for 1993 and 1992 were comprised of
state and foreign components and recognized the benefit of certain deductions
for federal income tax which were available to Holdings. Effective January
1, 1993, the Company adopted SFAS No. 109. The application of the new
standard did not have an effect on the Company's provision for income taxes
for 1993.

The loss before extraordinary charges and cumulative effect of changes
in accounting principles for the year ended December 31, 1993 was $14.4
million, as compared to $19.8 million for the year ended December 31, 1992.
The decrease in the loss before extraordinary charges and cumulative effect
of changes in accounting principles was principally the result of the
decrease in interest expense in 1993.

As a result of the refinancing of the Amended and Restated Credit
Agreement in conjunction with the acquisition of DM Can and the refinancing
in June 1992 of Silgan's debt and preferred stock and Holdings' debt, the
Company incurred extraordinary charges of $1.3 million and $23.6 million for
the early extinguishment of debt in 1993 and 1992, respectively.

During 1993 the Company adopted SFAS No. 106 and SFAS No. 112. The
cumulative effect of these accounting changes was to decrease net income by
$5.0 million and $1.3 million, respectively.

Year Ended December 31, 1992 Compared with Year Ended December 31, 1991

Net sales of metal containers decreased $9.5 million to $425.8 million
for the year ended December 31, 1992, compared to $435.3 million for the same
period in 1991. Net sales of metal containers to Nestle increased $12.6
million to $225.7 million, compared to net sales of $213.1 million for the
same period in 1991, primarily due to increased unit sales of pet food
containers, offset, in part, by less demand for tomato cans due to a smaller
pack in 1992 than in the prior year and by the pass through of lower material
costs. Net sales of metal containers to other customers decreased $22.1
million to $200.1 million, compared to net sales of $222.2 million for the
same period in 1991. The decrease was primarily due to colder and wetter
summer weather experienced in the Midwest which resulted in a reduced
vegetable pack as compared to the prior year along with lower unit sales
volume as a result of the closing by the Company of two metal container
manufacturing facilities, and was partially offset by increased sales to
existing customers.

Net sales of plastic containers were $192.6 million for the year ended
December 31, 1992, $39.5 million lower than net sales of plastic containers
of $232.1 million for the same period in 1991. The decrease in net sales was
primarily attributable to the disposition of the PET carbonated beverage
bottle business in November 1991 which accounted for sales of $33.4 million
during the year ended December 31, 1991. The decrease in net sales of other
plastic containers of $6.1 million was attributable to lower average sales
prices due to the pass through of lower average resin costs and a change in
the mix of products sold.

Sales of other containers totaled $11.6 million for the year ended

December 31, 1992, compared to $10.8 million for the same period in 1991.

Costs of goods sold was 88.1% of net sales ($555.0 million) for the year
ended December 31, 1992, compared to 89.2% of net sales ($605.2 million) for
the same period in 1991. The decrease in cost of goods sold as a percentage
of sales principally resulted from lower per unit manufacturing costs
realized through improved manufacturing efficiencies in the Company's
existing plant facilities, the benefits realized from the closing of four
higher cost manufacturing plants in the latter part of 1991 and early 1992,
and the sale of the lower margin PET carbonated beverage business, offset, in
part, by lower margins realized on certain products due to competitive
pricing conditions.

Selling, general and administrative expenses were 5.2% of net sales
($32.8 million) for the year ended December 31, 1992, compared to 5.0% ($34.1
million) for the same period in 1991. The $1.3 million decrease was
principally attributable to cost savings generated from a reduction in
administrative personnel, partially offset by a charge for an uncollectible
account that has been fully reserved.

Income from operations as a percentage of net sales was 6.7% ($42.3
million) for the year ended December 31, 1992, compared to 5.7% ($38.9
million) for the same period in 1991. The 1.0% increase in income from
operations as a percentage of sales was due primarily to the improved overall
margins realized by the Company from its existing operations after closing
four higher cost manufacturing facilities in the latter part of 1991 and
early 1992 and the disposition in November 1991 of the lower margin PET
carbonated beverage business.

Interest expense increased by approximately $1.1 million to $57.1
million for the year ended December 31, 1992. The increase was due to
additional interest accruing at a higher rate on the higher balance of the
Holdings Reset Debentures, additional indebtedness which was outstanding in
the third quarter of 1992 because the 14% Notes Redemption and the Holdings
Reset Debentures Redemption (each as defined in "--Capital Resources and
Liquidity" below) did not take place until 60 and 30 days, respectively,
after the closings for the Debt Securities Financings (as defined in
"--Capital Resources and Liquidity" below), offset, in part, by lower average
interest rates incurred on a lower average balance of bank borrowings.
Average bank borrowings have declined due to tighter management of
inventories and term loan repayments.

The provisions for income tax for the years ended December 31, 1992 and
1991 were comprised of state and foreign components.

As a result of the items discussed above, Holdings' loss before the
extraordinary charge for the year ended December 31, 1992 was $19.8 million,
$0.8 million less than Holdings' net loss for the year ended December 31,
1991 of $20.6 million.

As a result of the Refinancing, the Company incurred an extraordinary
charge of $23.6 million for the early extinguishment of debt. Such charge
reflects a $12.6 million expense for premiums paid in connection with the
Redemptions (as defined under "--Capital Resources and Liquidity") and the
charge-off of $11.0 million for unamortized debt financing costs related to
the securities redeemed under the Redemptions.

Results of Operations - Pro Forma

The following discussion sets forth the pro forma results of operations
of the Company for the year ended December 31, 1993 as compared to the year
ended December 31, 1992, after giving effect to the acquisition of DM Can.

The following table sets forth, for the years ended December 31, 1993

and 1992, certain consolidated pro forma data. This data includes the
historical results of operations for the Company and DM Can and give effect
to the pro forma adjustments assuming the acquisition occurred at the
beginning of each year presented. The pro forma adjustments are based upon
available information and upon certain assumptions that the Company believes
are reasonable. The final purchase price allocation may differ from that
used for the pro forma data, although it is not expected that the final
allocation of purchase price will be materially different. The unaudited pro
forma combined financial data do not purport to represent what the Company's
financial position or results of operations would actually have been had the
transactions in fact occurred on the dates or at the beginning of the period
indicated, or to project the Company's financial position or results of
operations for any future date or period. This discussion should be read in
conjunction with the discussion of historical results of operations of the
Company for the years ended December 31, 1993 and 1992.

1993 1992
---- ----

(Dollars in millions)

Net sales $818.6 $819.6
Income from operations 50.7 56.7

Loss before income taxes (8.1) (8.1)
Loss before extraordinary (10.4) (11.1)
charges and cumulative effect
of changes in accounting
principles

Net loss (18.0) (34.7)

Management believes that pro forma income from operations in 1993
declined $6.0 million as compared to the prior year primarily as a result of
a one-time inventory reduction by Del Monte in anticipation of the sale of DM
Can to Containers and, to a lesser extent, due to lower vegetable pack sales
as a result of adverse growing conditions in the Midwest in the summer of
1993.

The pro forma loss before income taxes for 1993 and 1992 was $8.1
million. Management believes that this resulted from the one-time inventory
reduction and reduced demand for vegetable pack containers as referred to
above, offset by lower interest expense in 1993 due to the benefits realized
from the Refinancing.

Capital Resources and Liquidity

The Company's liquidity requirements arise primarily from its
obligations under the indebtedness incurred in connection with its
acquisitions and the refinancing of such indebtedness, capital investment in
new and existing equipment and the funding of the Company's seasonal working
capital needs. Historically, the Company has met these liquidity
requirements through cash flow generated from operating activities and
working capital borrowings. As described below, beginning in December 1996
the Company's liquidity requirements may also be affected by the interest
associated with Holdings' indebtedness.

On December 21, 1993 Silgan, Containers and Plastics entered into the
Silgan Credit Agreement to finance the acquisition of DM Can and to refinance

and repay in full all amounts owing under the Amended and Restated Credit
Agreement. In conjunction therewith, the Banks loaned the Company $60.0
million of A Term Loans, $80.0 million of B Term Loans and $29.8 million of
Working Capital Loans (each as defined in "Description of Certain
Indebtedness--Description of Credit Agreement"). In addition, Holdings
issued and sold 250,000 shares of the Holdings Class B Stock for $15.0
million. With these proceeds, the Company (i) repaid $41.5 million of term
loans and $60.8 million of Working Capital Loans under the Amended and
Restated Credit Agreement; (ii) acquired from Del Monte substantially all the
fixed assets and certain working capital of Del Monte's container
manufacturing business for approximately $73 million; and (iii) paid fees and
expenses of $8.9 million.

For 1993, the Company used cash generated from operations of $48.1
million and available cash balances of $2.7 million to fund capital
expenditures of $42.5 million, repay working capital loans of $7.2 million
(in addition to working capital loans which were repaid with proceeds from
the Silgan Credit Agreement), and pay $1.1 million of term loans. During the
year, the Company increased its annual amount of capital spending in order to
reduce costs and to add incremental production capacity. The increase in
inventory at December 31, 1993 as compared to the prior year principally
resulted from the inventory acquired as part of the acquisition of DM Can.

To improve their financial flexibility, Holdings and Silgan completed
the Refinancing in 1992. The Refinancing (i) lowered Holdings' consolidated
average cost of indebtedness by refinancing Silgan's 14% Senior Subordinated
Notes due 1997 (the "14% Notes") and the Holdings Reset Debentures with new
indebtedness bearing lower interest rates, (ii) improved Silgan's liquidity
and ability to further repay its indebtedness by eliminating Silgan's
obligation to pay cash dividends on its 15% Cumulative Exchangeable
Redeemable Preferred Stock (the "Silgan Preferred Stock") through the
redemption by Silgan on August 16, 1992 of all of the outstanding Silgan
Preferred Stock (the "Silgan Preferred Stock Redemption") and by deferring
for an additional two years (until December 1996) and reducing the cash
interest requirements on Holdings' indebtedness, (iii) provided Holdings with
additional financial flexibility by eliminating restrictions in the indenture
relating to the 14% Notes on Silgan's ability to pay dividends to Holdings in
order to fund interest payments on Holdings' indebtedness through the
redemption by Silgan on August 28, 1992 of all of the outstanding 14% Notes
(the "14% Notes Redemption") and (iv) extended the average length of maturity
of Silgan's indebtedness by issuing the 11-3/4% Notes and the Secured Notes
to refinance $30 million of bank term loans and the 14% Notes.

The Refinancing included the following components: (i) the public
offering (the "Silgan Notes Offering") in June 1992 by Silgan of $135 million
principal amount of the 11-3/4% Notes; (ii) the private placement in June
1992 by Silgan of $50 million principal amount of its Secured Notes with
certain institutional investors (the "Secured Notes Placement"); (iii) the
public offering in June 1992 by Holdings of $275 million principal amount of
the Debentures for an aggregate amount of proceeds of $165.4 million (the
"Debentures Offering" and, together with the Silgan Notes Offering and the
Secured Notes Placement, the "Debt Securities Financings"); (iv) the
amendment of the Amended and Restated Credit Agreement, followed by the
borrowing by Silgan of approximately $17 million of working capital loans and
the prepayment by Silgan of $30 million of term loans under the Amended and
Restated Credit Agreement; (v) the 14% Notes Redemption; (vi) the Silgan
Preferred Stock Redemption; (vii) the repayment by Silgan of a $25.2 million
advance from Holdings and the payment by Silgan to Holdings of a $15.7
million dividend; (viii) the payment by Holdings in cash of $15.3 million of
interest payable on July 1, 1992 on the Holdings Reset Debentures; (ix) the
redemption by Holdings on July 29, 1992 of all of the outstanding Holdings
Reset Debentures at 103.67% of the principal amount thereof and the payment
in cash of accrued interest thereon (the "Holdings Reset Debentures

Redemption" and, together with the 14% Notes Redemption and the Silgan
Preferred Stock Redemption, the "Redemptions"); and (x) the payment of
transaction fees and expenses of $17.3 million relating to the Refinancing.

In connection with the Refinancing, Holdings and Silgan received $333.1
million in proceeds from the issuance of the Secured Notes, the 11-3/4%
Notes, and the Debentures net of debt issuance costs of $17.3 million. On
June 29, 1992, Silgan repaid $30 million of bank term loans. On July 29,
1992, Holdings paid $181.6 million to redeem the Holdings Reset Debentures.
On August 16, 1992, Silgan paid $31.5 million to redeem the Silgan Preferred
Stock. On August 28, 1992, Silgan paid $89.3 million to redeem the 14%
Notes.

The Company borrowed working capital loans of $19.2 million during the
year ended December 31, 1992 which, along with cash provided by operations
during 1992 of $15.4 million (which included payment of $17.7 million in cash
interest on the Holdings Reset Debentures) were used principally to fund
capital expenditures of $23 million, to make bank term loan repayments of
$10.2 million (in addition to the term loan repayment made in connection with
the Refinancing), to pay cash dividends of $1.1 million on the Silgan
Preferred Stock and to increase outstanding cash balances by $1.1 million.

During 1991, cash provided from operations of $61.2 million was used to
fund capital expenditures of $21.8 million and scheduled bank term loan
repayments of $25 million. The balance of the cash provided from operations
during the year of $14.4 million was used to repay working capital loans and
principally resulted from the receipt in January 1991 of $16 million from a
major customer on an account normally settled by the prior year's end. In
November 1991, the Company completed the sale of its PET carbonated beverage
bottle business. The proceeds of approximately $12 million, net of costs
associated with such sale, were principally used to repay bank term loans.
Due to reduced working capital requirements, $4 million of working capital
loans was also repaid.

Since a portion of the proceeds realized from the Silgan Credit
Agreement on December 21, 1993 was used to repay working capital loans under
the Amended and Restated Credit Agreement, the Company was able to reduce the
amount of its commitment for working capital loans. Under the Silgan Credit
Agreement, the commitment for working capital loans was reduced by $41
million to $70 million. As of December 31, 1993, the outstanding principal
amount of working capital loans was $2.2 million and, subject to a borrowing
base limitation and taking into account outstanding letters of credit, the
unused portion of working capital commitments at such date was $61.7 million.
The decrease of $38.2 million in the outstanding principal amount of working
capital loans since December 31, 1992 resulted from the repayment of
approximately $30 million of working capital loans with proceeds from the
refinancing of the Silgan Credit Agreement as well as with cash generated
from operations.

Because the Company sells metal containers used in vegetable and fruit
processing, its sales are seasonal. As a result, a significant portion of
the Company's revenues are generated in the first nine months of the year.
As is common in the packaging industry, the Company must access working
capital to build inventory and then carry accounts receivable for some
customers beyond the end of the summer and fall packing season. Seasonal
accounts are generally settled by year end. Due to the Company's seasonal
requirements, the Company expects to incur short term indebtedness to finance
its working capital requirements, and it is estimated that approximately $50
million of the working capital revolver, including letters of credit, will be
utilized at its peak in July 1994.

In addition to its operating cash needs, the Company's cash requirements
over the next several years are anticipated to consist primarily of (i)
annual capital expenditures of $25 million to $33 million (approximately $13
million of which is nondiscretionary in each year), (ii) principal
amortization payments of A Term Loans under the Silgan Credit Agreement of
$20 million in each of 1994, 1995 and 1996, (iii) expenditures of
approximately $13 million associated with the rationalization of facilities
related to the acquisition of DM Can, (iv) the scheduled maturity on
September 15, 1996 of the Working Capital Loans and $80 million of B Term
Loans under the Silgan Credit Agreement, (v) payments by Silgan to Holdings
to fund Holdings' semi-annual cash interest requirements of $18.2 million on
the Debentures commencing in December 1996, (vi) the scheduled maturity of
the $50 million principal amount of the Secured Notes in 1997, and (vii) the
Company's interest requirements (including interest on the Working Capital
Loans, the principal amount of which will vary depending upon seasonal
requirements, the Secured Notes, the 11-3/4% Notes and bank term loans, all
of which bear fluctuating rates of interest).

Interest on the Debentures is payable at a rate of 13-1/4% per annum
from and after June 15, 1996, and commencing on December 15, 1996 semi-annual
interest payments of $18.2 million will be required to be made thereon.
Since Holdings' only asset is its investment in Silgan, its ability to pay
interest on the Debentures on and after December 15, 1996 (the date on which
interest is first payable on the Debentures) may depend upon its receipt of
funds paid by dividend or otherwise loaned, advanced or transferred by Silgan
to Holdings. While Silgan has no obligation, legal or otherwise, to make
such funds available, it is expected that Silgan will do so if it is
permitted under the agreements to which it shall then be a party and if it
then has sufficient funds available for such purpose. If sufficient funds to
pay such interest are not generated by the operations of Silgan and its
subsidiaries, Holdings or Silgan may seek to borrow or otherwise finance the
amount of such payments or refinance the Debentures. Neither the Secured
Notes nor the 11-3/4% Notes limits the ability of Silgan to pay cash
dividends to Holdings in order to enable Holdings to pay interest on the
Debentures. The Silgan Credit Agreement presently prohibits Silgan from
paying dividends or otherwise transferring funds to Holdings in order to
service Holdings' indebtedness; however, the Silgan Credit Agreement matures
on September 15, 1996, prior to the date on which interest or principal is
payable on the Debentures. Silgan expects to enter into a new credit
facility to replace the Silgan Credit Agreement on or before September 15,
1996 on terms which would not limit the ability of Silgan to transfer funds
to Holdings in order to enable Holdings to pay interest on the Debentures.
However, there can be no assurance that Silgan will be able to enter into a
new credit facility on such terms. In such event, Silgan and Holdings would
consider pursuing alternative arrangements, including possible equity and/or
debt financings, to enable Holdings to meet its obligations. There can be no
assurance that any such alternative, if pursued, would be accomplished or
would enable Holdings to make timely payments of its obligations under the
Debentures. The funding requirements of Holdings to service its indebtedness
(beginning in December 1996) will be met by Silgan through cash generated by
operations or borrowings or by Holdings through refinancings of its existing
indebtedness or additional debt or equity financings.

The Debentures represent "applicable high yield discount obligations"
("AHYDOs") within the meaning of Section 163(i) of the Internal Revenue Code
of 1986, as amended (the "Code"). Accordingly, the tax deduction which would
otherwise be available to Holdings in respect of the accretion of interest on
the Debentures during their noncash interest period ending June 15, 1996
($109.6 million) has been and will continue to be deferred, which, in turn,
will increase the taxable income of Holdings and reduce the after-tax cash
flows of Holdings. However, as a result of Holdings' utilization of its net
operating loss carryforward, which currently amounts to approximately $105
million for regular federal income tax purposes, the effect of such deferral

on the regular federal income taxes of Holdings has been and will continue to
be mitigated until such net operating loss carryforward is fully utilized.

In 1993, Holdings became subject to alternative minimum tax ("AMT").
Because Holdings has AMT net operating loss carryforwards, Holdings has
incurred and will continue to incur an AMT liability at a rate of 2%. In
1995, Holdings anticipates that the AMT net operating loss carryforward will
have been fully utilized. Thereafter, Holdings will incur an AMT liability
at a rate of 20% (or the applicable rate then in effect). The AMT paid is
allowed (subject to certain limitations) as an indefinite credit carryover
against Holdings' regular tax liability in the future when and if Holdings'
regular tax liability exceeds the AMT liability.

The deferred accreted interest will not be deductible until the
redemption, retirement or other repayment of the Debentures (other than with
stock or debt of Holdings or a related party). Until the deferred accreted
interest is deductible, except to the extent the net operating loss
carryforward is available, Holdings will realize taxable income sooner and in
a greater amount than if the deferred accreted interest on the Debentures
were deductible as it accretes. Depending upon its tax position and
financial condition and the benefit which may be available through the
deduction of the deferred accreted interest, Holdings could decide in the
future to refinance the Debentures or a portion thereof prior to their stated
maturity date. In such event, the full amount of the deferred accreted
interest (applicable to the Debentures retired) should be deductible under
the carryback and carryforward rules under the Code unless the holders of the
Debentures receive stock or debt of Holdings or a related party in exchange
for the Debentures. No assurance can be given that Holdings will be able to
refinance the Debentures at such time; however, management believes that
application of the AHYDO rules will not have a material adverse effect on
Holdings' financial condition or ability to repay the Debentures. In
addition, the Internal Revenue Service ("IRS") has broad authority to issue
regulations under the AHYDO rules with retroactive effect to prevent the
avoidance of the purposes of those rules through agreements to borrow amounts
due under a debt instrument or other arrangements, and thus these
regulations, when issued, may affect the timing or availability of the tax
deductions for original issue discount on the Debentures.

Management believes that cash generated by operations and funds from
working capital borrowings under the Silgan Credit Agreement will be
sufficient to meet the Company's expected operating needs, planned capital
expenditures and debt service requirements until the maturity of the working
capital facility under the Silgan Credit Agreement on September 15, 1996.
Management also believes that it will be able to replace the working capital
facility under the Silgan Credit Agreement with another facility on or prior
to September 15, 1996 on terms which will be acceptable to the Company.
However, there can be no assurance that the Company will be able to replace
its working capital facility. In such event, the Company could be required
to consider alternative equity or debt financings in order to meet its cash
needs. The ability of the Company to effect any such financing and the
extent to which the Company may seek or be required to obtain additional
financing will depend upon a variety of factors, including, the future
performance of the Company and its subsidiaries, which will be subject to
prevailing economic conditions and to financial, business and other factors
(including the state of the economy and the financial markets, demand for the
products of the Company and its subsidiaries, costs of raw materials,
legislative and regulatory changes and other factors beyond the control of
the Company and its subsidiaries) affecting the business and operations of
the Company and its subsidiaries as well as prevailing interest rates, actual
amounts expended for capital expenditures and other corporate purposes and
the timing and amount of debt prepayments or redemptions.

The Silgan Credit Agreement, the Secured Notes and the indentures
relating to the 11-3/4% Notes and the Debentures each contain restrictive
covenants that, among other things, limit the Company's ability to incur
debt, sell assets and engage in certain transactions. Management does not
expect these limitations to have a material effect on the Company's business
or results of operations. The Company is in compliance with all financial
and operating covenants contained in such financing agreements and believes
that it will continue to be in compliance during 1994 with all such
covenants.

Effect of Interest Rate Fluctuations and Inflation

Because the Company has indebtedness which bears interest at floating
rates, the Company's financial results will be sensitive to changes in
prevailing interest rates. To mitigate the effect of significant changes in
interest rates, the Company may enter into interest rate protection
agreements (with counterparties that, in the Company's judgment, have
sufficient creditworthiness) with respect to a portion of its floating rate
indebtedness. At December 31, 1993, the Company was not a party to any
interest rate protection agreement.

Historically, inflation has not had a material effect on the Company,
other than to increase its cost of borrowing. In general, the Company has
been able to increase the sales prices of its products to reflect any
increases in the prices of raw materials.

Impact of New Accounting Standards

Postretirement Benefits. Effective January 1, 1993, the Company adopted
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other than
Pensions." Under Statement No. 106 the Company is required to accrue the
cost of retiree health and other postretirement benefits during the years
that covered employees render service. The cumulative effect of this
accounting change was to decrease net income by $5.0 million. This change in
accounting principle, excluding the cumulative effect, decreased pretax
income for the year ended December 31, 1993 by $0.5 million. Prior to 1993,
the Company recorded these benefits on a pay-as-you-go basis, and the Company
has elected not to restate prior years for this change. The new rules are
expected to result in an increase in net annual periodic postretirement
benefit costs of less than $1.0 million. See Note 16 to consolidated
financial statements of the Company included elsewhere in this Prospectus.

Income Taxes. Effective January 1, 1993 the Company adopted SFAS No.
109, "Accounting for Income Taxes." The Company had previously reported under
SFAS No. 96 "Accounting for Income Taxes." There was no effect for the
differences in methods at the date of adoption. Furthermore, the adoption of
SFAS No. 109 had no effect on the Company's 1993 provision for income taxes.
See Note 8 to consolidated financial statements of the Company included
elsewhere in this Prospectus.

BUSINESS
General

On December 21, 1993, Silgan's wholly owned subsidiary, Containers,
acquired from Del Monte substantially all of the fixed assets and certain
working capital of DM Can for approximately $73 million. See "Business--
Company History" below. In connection therewith, Containers and Del Monte
entered into the DM Supply Agreement pursuant to which Containers supplies
substantially all of the metal container requirements of Del Monte for a term
of ten years. On a pro forma basis giving effect to the acquisition of DM
Can, in 1993 the Company would have had net sales of $818 million. See
"Business--Sales and Marketing" below.

Management believes that the Company is the largest food can producer in
the United States (based on pro forma unit sales after giving effect to the
acquisition of DM Can) and one of the largest producers in the United States
of HDPE containers for the personal care market and a major producer of PET
products for the personal care and food markets. Silgan has experienced
significant growth since its inception in 1987 as a result of its
acquisitions and related increased market position.

Management estimates that Containers is currently the nation's largest
manufacturer of metal food containers and that in 1993 Containers sold
approximately 27% of all metal food containers sold in the United States by
non-captive manufacturers (manufacturers of containers not owned by a user of
containers) and approximately 16% of all metal food containers sold in the
United States, in each case based on unit sales. On a pro forma basis giving
effect to the acquisition of DM Can, in 1993 Containers would have sold
approximately 34% of all metal food containers sold in the United States by
non-captive manufacturers and approximately 22% of all metal food containers
sold in the United States. Although the food can industry in the United
States is relatively stable and mature in terms of unit sales growth,
Containers, on a pro forma basis after giving effect to the acquisition of DM
Can, has realized compound annual unit sales growth in excess of 12% since
1987. Types of containers manufactured include those for vegetables, fruit,
pet food, tomato based products, evaporated milk and infant formula.
Pursuant to the Nestle Supply Agreements, Containers supplies substantially
all of the can requirements of the former Carnation operations of Nestle. In
addition to the Nestle Supply Agreements and the DM Supply Agreement,
Containers has other long-term supply arrangements with other customers. The
Company estimates that in excess of 80% of Containers' sales in 1994 will be
pursuant to long-term supply arrangements. See "Business--Sales and
Marketing" below.

primarily through low labor costs, low overhead, technologically advanced
manufacturing processes and by exploiting the favorable geographic locations
of its 22 can plants. Since its acquisition in 1987 of Nestle Can,
Containers has invested more than $82 million in its existing manufacturing
facilities and has spent approximately $66 million for the purchase of
additional can manufacturing assets. As a result of these efforts and
management's focus on quality and service, Containers has increased its
overall share of the food can market by approximately 100% in terms of unit
sales, from a share of approximately 11% in 1987 to a share of approximately
22% in 1993, on a pro forma basis giving effect to the acquisition of DM Can.

Plastics has increased its market position primarily by strategic
acquisitions. From a sales base of $89 million in 1987, Plastics' sales
increased to $186 million in 1993, or 13% on a compound annual basis. While
many of Plastics' larger competitors employ technology oriented to large
bottles and long production runs, Plastics has focused on mid-sized,
extrusion blow-molded plastic containers requiring special decoration and
shorter production runs. Plastics emphasizes value-added fabrication of the
container, creative design and sophisticated decoration processes. Plastics
is also aggressively pursuing new markets for plastic containers, including
the PCR resin segment of the market. Based upon published information and
management's experience in the industry, management believes that PET custom
containers are replacing glass containers for products such as mouthwash,
salad dressing, peanut butter and liquor. Management also believes that
Plastics is well positioned because of its technologically advanced equipment
to respond to opportunities for future growth in the rigid plastic container
market. Furthermore, to the extent that mandatory recycling laws, customer
preferences or manufacturing costs result in increased demand for HDPE
containers that are manufactured using PCR resins, the Company believes that
its proprietary equipment is particularly well-suited for the production of
such containers because of the relatively low capital costs required to
convert its equipment from the use of virgin resins.

Products

The Company is engaged in the manufacture and sale of steel and aluminum
containers that are used primarily by processors and packagers in the food
and pet food industries. Types of containers manufactured include those for
vegetables, fruit, pet food, tomato based products, evaporated milk and
infant formula. The Company does not produce cans for use in the beer or
soft drink industries. Cans are produced in a variety of sizes, ranging in
diameter from 2-1/8 inches to 6-3/16 inches and in height from 1-7/16 inches
to 7 inches.

The Company is also engaged in the manufacture and sale of plastic
containers primarily used in the personal care, food, beverage (other than
carbonated soft drinks), household and pharmaceutical container markets.
Plastic containers are produced by converting thermoplastic materials into
plastic containers ranging in size from 1/2 to 96 ounces. Emphasis is on
value-added fabrication of the container and the decoration process. The
Company designs and manufactures a wide range of containers for toiletries
and cosmetic products such as shampoos, hand creams and lotions. Because
toiletries and cosmetic products are characterized by short product life and
a demand for creative packaging, the containers manufactured for these

products generally have more sophisticated designs and decorations. Food and
beverage containers are designed and manufactured (generally to unique
specifications for a specific customer) to contain products such as
mouthwash, salad dressing, peanut butter, coffee, juice, water and liquor.
Household containers are designed and manufactured to contain light-duty
dishwasher and heavy-duty laundry detergents, bleach, polishes, specialty
cleaning agents, insecticides and liquid household products. Pharmaceutical
containers are designed and manufactured (either in a generic or in a
custom-made form) to contain tablets, solutions and similar products for the
ethical and over-the-counter markets.

Manufacturing and Production

The Company uses three basic processes to produce cans. The traditional
three-piece method requires three pieces of flat metal to form a cylindrical
body with a welded side seam, a bottom and a top. The Company uses a welding
process for the side seam of three-piece cans to achieve a superior seal.
High integrity of the side seam is further assured by the use of
sophisticated electronic weld monitors and organic coatings that are
thermally cured by induction and convection processes. The other two methods
of producing cans start by forming a shallow cup that is then formed into the
desired height using either the draw and iron process or the draw and redraw
process. Using the draw and redraw process, the Company manufactures steel
and aluminum two-piece cans, the height of which does not exceed the
diameter. For cans the height of which is greater than the diameter, the
Company also manufactures steel two-piece cans by using a drawing and ironing
process. Quality and stackability of such cans are comparable to that of the
shallow two-piece cans described above. Can bodies and ends are manufactured
from thin, high-strength aluminum alloys and steels by utilizing proprietary
tool and die designs and selected can making equipment. The Company's
manufacturing operations include cutting, coating, lithographing,
fabricating, assembling and packaging finished cans.

The Company utilizes two basic processes to produce plastic bottles. In
the blow molding process, pellets of plastic resin are heated and extruded
into a tube of plastic. A two-piece metal mold is then closed around the
plastic tube and high pressure air is blown into it causing a bottle to form
in the mold's shape. In the injection blow molding process, pellets of
plastic resin are heated and injected into a mold, forming a plastic tube.
The plastic tube is then blown into a bottle-shaped metal mold, creating a
plastic bottle.

The Company believes that its proprietary equipment for the production
of HDPE containers is particularly well-suited for the use of PCR resins
because of the relatively low capital costs required to convert its equipment
from the use of virgin resins.

The Company's decorating methods for its plastic products include (i)
silk screen decoration, which enables the application of one to six images in
multiple colors to the bottle, (ii) post-molding decoration, which uses paper
labels applied to the bottles with glue and (iii) pressure-sensitive
decoration, which applies a paper label to a post-molded bottle by pressing
against the bottle. The Company has state-of-the-art decorating equipment,
including, management believes, one of the largest sophisticated decorating
facilities in the Midwest, which allows the Company to custom-design new
products with short lead times.

As is the practice in the industry, most of the Company's can and
plastic container customers provide it with annual estimates of products and
quantities pursuant to which periodic commitments are given. Such estimates
enable the Company to effectively manage production and control working
capital requirements. At December 31, 1993, Containers had in excess of 80%
of its projected 1994 sales under long-term contracts. Plastics has written

purchase orders or contracts for containers with the majority of its
customers. In general, these purchase orders and contracts are for
containers made from proprietary molds and are for a duration of 2 to 5
years. Both Containers and Plastics schedule their production to meet their
customers' requirements. Because the production time for the Company's
products is short, the backlog of customer orders in relation to sales is not
significant.

Raw Materials

The Company uses tin plated and chromium plated steel, aluminum, copper
wire, organic coatings, lining compound and inks in the manufacture and
decoration of its metal can products. The Company's steel and other material
requirements are supplied through purchase orders with suppliers with whom
the Company, through its predecessors, has long-term relationships or through
open market purchases. The Company has a contract to obtain the majority of
its requirements for aluminum from a supplier at prices that are subject to
adjustment based on formulas and market conditions. Such contract expires in
1996. The Company believes that it would be able to satisfy its requirements
for aluminum from other suppliers in the event of the loss of its current
supplier. The Company believes that it will be able to purchase sufficient
quantities of steel and aluminum can sheet for the foreseeable future.

The raw materials used by the Company for the manufacture of plastic
containers are primarily resins in pellet form such as PCR and virgin HDPE
and PET and, to a lesser extent, low density polyethylene, extrudable
polyester terephthalate, polyethylene terephthalate glycol, polypropylene,
polyvinyl chloride and medium density polyethylene. The Company's resin
requirements are acquired through a series of informal annual purchase orders
for specific quantities of resins with several suppliers of resins. The
price the Company pays to purchase resin is determined at the time of
purchase. The Company believes that it will be able to purchase sufficient
quantities of resin for the foreseeable future.

The Company does not believe that it is materially dependent upon any
single supplier for any of its raw materials and, based upon the existing
arrangements with suppliers discussed above, its current and anticipated
requirements and market conditions, the Company believes that it has made
adequate provisions for acquiring raw materials. Although increases in the
prices of raw materials have generally been passed along to the Company's
customers, the inability to do so in the future could have a significant
impact on the Company's operating margins. In addition, should any of its
suppliers fail to deliver under their arrangements, the Company would be
forced to purchase raw materials on the open market, and no assurances can be
given that it would be able to make such purchases at prices which would
allow it to remain competitive.

Sales and Marketing

The Company markets its products in most areas of the continental United
States primarily by a direct sales force through regional sales offices.
Because of the high cost of transporting empty containers, the Company
generally sells to customers within a 300 mile radius of its manufacturing
plants. See also "--Competition" below.

In 1987, the Company, through Containers, and Nestle entered into the
Nestle Supply Agreements pursuant to which Containers has agreed to supply
Nestle with, and Nestle has agreed to purchase from Containers, substantially
all of the can requirements of the former Carnation operations of Nestle for
a period of ten years, subject to certain conditions.

The Nestle Supply Agreements provide for certain prices and specify that
such prices will be increased or decreased based upon cost change formulas
set forth therein. During the duration of the Nestle Supply Agreements, if
Nestle receives a competitive bid for any product supplied, Containers has
the right to match such bid with respect to the type and volume of cans over
the period of the competitive bid. In the event that Containers chooses not
to match a competitive bid, Nestle may purchase cans from the competitive
bidder at the competitive bid price for the term of the bid. The Nestle
Supply Agreements contain provisions that require Containers to maintain
certain levels of product quality, service and delivery in order to retain
the Nestle business. In the event of a breach of a particular Nestle Supply
Agreement, Nestle may terminate such Nestle Supply Agreement but the other
Nestle Supply Agreements would remain in effect.

Since 1990, Nestle has requested that Containers match certain bids
received from other potential suppliers. Containers agreed to match such
bids (which resulted in minor margin impact) and continues to supply
substantially all of the can requirements of the former Carnation operations
of Nestle. In the future, there can be no assurance that Containers will
choose to match any such bids or that, even if matched, such bids will be at
a level sufficient to allow Containers to maintain margins currently
received. Until any such bids are received by Nestle and submitted to the
Company, the Company cannot predict the effect, if any, of such bids upon its
financial condition or results of operations. Significant reductions of
margins or the loss of significant unit volume under the Nestle Supply
Agreements could, however, have a material adverse effect on the Company.

On December 21, 1993, Containers and Del Monte entered into the DM
Supply Agreement. Under the DM Supply Agreement, Del Monte has agreed to
purchase from Containers, and Containers has agreed to sell to Del Monte,
100% of Del Monte's annual requirements for metal containers to be used for
the packaging of food and beverages in the United States and not less than
65% of Del Monte's annual requirements of metal containers for the packaging
of food and beverages at Del Monte's Irapuato, Mexico facility, subject to
certain limited exceptions.

The DM Supply Agreement provides for certain prices for all metal
containers supplied by Containers to Del Monte thereunder and specifies that
such prices will be increased or decreased based upon specified cost change
formulas.

Under the DM Supply Agreement, after five years, Del Monte may, under
certain circumstances, receive proposals with terms more favorable than those
under the DM Supply Agreement from independent commercial can manufacturers
for the supply of containers of a type and quality similar to the metal
containers that Containers furnishes to Del Monte, which proposals shall be
for the remainder of the term of the DM Supply Agreement and for 100% of the
annual volume of containers at one or more of Del Monte's canneries.
Containers has the right to retain the business subject to the terms and
conditions of such competitive proposal.

The sale of metal containers to vegetable pack customers is seasonal and
monthly revenues increase during the months of June through October. As is
common in the packaging industry, the Company must build inventory and then
carry accounts receivable for some seasonal vegetable pack customers beyond
the end of the harvest season. Consistent with industry practice, such
customers may return unused containers. Historically, such returns have been
minimal.

As part of its marketing strategy, the Company has arrangements to sell
some of its plastic products to distributors, which in turn sell such
products primarily to small-size regional customers. Plastic containers sold
to distributors are manufactured by using generic molds with decoration,
color and neck finishes added to meet the distributors' individual
requirements. The distributors' warehouses and their sales personnel enable
the Company to market and inventory a wide range of such products to a
variety of customers.

In 1993, 1992 and 1991, metal containers accounted for approximately
69%, 68% and 64%, respectively, of the Company's total sales, and plastic
containers accounted for approximately 29%, 30% and 34%, respectively, of the
Company's total sales. On a pro forma basis after giving effect to the
acquisition of DM Can, metal and plastic containers in 1993 would have
accounted for approximately 76% and 23% of the Company's total sales,
respectively. The Company's total sales of paperboard cartons accounted for
approximately 2% of the Company's total sales in each of 1993, 1992 and 1991.
In 1993, 1992 and 1991, approximately 34%, 37% and 32%, respectively, of the
Company's sales were to Nestle. On a pro forma basis after giving effect to
the acquisition of DM Can, approximately 27% of the Company's 1993 sales
would have been to Nestle and 21% of the Company's 1993 sales would have been
to Del Monte. No other customer accounted for more than 10% of the Company's
total sales during such years.

Competition

The packaging industry is highly competitive. The Company competes in
this industry with other packaging manufacturers as well as fillers, food
processors and packers who manufacture containers for their own use and for
sale to others. The Company attempts to compete effectively through the
quality of its products, pricing and its ability to meet customer
requirements for delivery, performance and technical assistance. The Company
also pursues market niches such as the manufacture of easy-open ends and
special feature cans, which may differentiate the Company's products from its
competitors' products.

Management believes that the market for metal food containers is mature.
Some self-manufacturers have sold or closed can manufacturing operations and
entered into long-term supply agreements with the new owners or with
commercial can manufacturers. Of the commercial metal can manufacturers,
Crown Cork and Seal Company, Inc., American National Can Company and Ball
Corporation (through its Heekin Can operations) are the Company's most
significant competitors.

Although metal containers face continued competition from plastic, paper
and composite containers, management believes that metal containers are
superior to plastic and paper containers in industry sectors where the
contents are processed at high temperatures, where the contents are packaged
in large or institutional quantities (14 to 64 oz.) or where long-term
storage of the product is desirable. Such sectors include canned vegetables,
fruits, meats, juices, non-carbonated beverages and pet foods. These sectors
are the principal areas for which the Company manufactures its products.

Plastics competes with a number of large national producers of food,
beverage and household plastic container products, including Owens-Brockway
Plastics Products, a division of Owens-Illinois, Inc., Plastic Containers
Inc., Johnson Controls Inc., Constar Plastics Inc., a subsidiary of Crown
Cork and Seal Company, Inc., Graham Packaging Co. and Plastipak Packaging
Inc. In order to compete effectively in the constantly changing market for
plastic bottles, the Company must remain current with, and to some extent
anticipate innovations in, resin composition and applications and changes in

the manufacturing of plastic bottles.

Because of the high cost of transporting empty containers, the Company
generally sells to customers within a 300 mile radius of its manufacturing
plants. Strategically located existing plants give the Company an advantage
over competitors from other areas, and the Company would be disadvantaged by
the loss or relocation of a major customer. As of March 31, 1994, the
Company operated 35 manufacturing facilities, geographically dispersed
throughout the United States and Canada, that serve the distribution needs of
its customers.

Employees

As of December 31, 1993, the Company employed approximately 630 salaried
and 3,350 hourly employees on a full time basis, including 650 employees who
joined the Company on December 21, 1993 as a result of the acquisition of DM
Can. Approximately 60% of the Company's hourly plant employees are
represented by one of the following unions: (i) Sheet Metal Workers
International Association, (ii) International Association of Machinists and
Aerospace Workers, (iii) The International Brotherhood of Teamsters, (iv) The
United Steel Workers of America, (v) Industrial, Technical & Professional
Employees Union, (vi) The Glass, Molders, Pottery, Plastics and Allied
Workers International Union, (vii) The United Rubber, Cork and Plastic
Workers of America and (viii) Oil, Chemical & Atomic Workers International
Union.

The Company's labor contracts expire at various times between 1994 and
1998. Contracts covering approximately 14% of the Company's hourly employees
presently expire during 1994. The Company expects no significant changes in
its relations with these unions. Management believes that its relationship
with its employees is good.

Regulation

The Company is subject to federal, state and local environmental laws
and regulations. In general, these laws and regulations limit the discharge
of pollutants into the air and water and establish standards for the
treatment, storage, and disposal of solid and hazardous waste. The Company
believes that all of its facilities are either in compliance in all material
respects with all presently applicable environmental laws and regulations or
are operating in accordance with appropriate variances, delayed compliance
orders or similar arrangements. In the past, the Company inadvertently made
late filings with the federal Environmental Protection Agency under the
Emergency Planning and Community Right to Know Act ("EPCRA"). The Company is
currently in compliance in all material respects with EPCRA.

In addition to costs associated with regulatory compliance, the Company
may be held liable for alleged environmental damage associated with the past
disposal of hazardous substances. Generators of hazardous substances
disposed of at sites at which environmental problems are alleged to exist, as
well as the owners of those sites and certain other classes of persons, are
subject to claims under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCLA") regardless of fault or the
legality of the original disposal. Liability under CERCLA and under many
similar state statutes is joint and several, and, therefore, any responsible
party may be held liable for the entire cleanup cost at a particular site.
Other state statutes may impose proportionate rather than joint and several
liability. The federal Environmental Protection Agency or a state agency may
also issue orders requiring responsible parties to undertake removal or
remedial actions at certain sites. Pursuant to the agreement relating to the
acquisition in 1987 of Nestle Can, the Company has assumed liability for the

past waste disposal practices of Nestle Can. The Company has received notice
that it is one of many potentially responsible parties (or similarly
designated parties) for cleanup of hazardous waste at two sites to which it
(or its predecessor Nestle Can) is alleged to have shipped such waste, one
site at which the Company's share of cleanup costs could exceed $100,000.
See "--Legal Proceedings" below.

Pursuant to the agreement relating to the acquisition in 1987 from
Monsanto Company ("Monsanto") of substantially all of the business and
related fixed assets and inventory of Monsanto's plastic containers business
("Monsanto Plastic Containers"), Monsanto has agreed to indemnify the Company
for substantially all of the costs attributable to the past waste disposal
practices of Monsanto Plastic Containers. In connection with the acquisition
of DM Can, Del Monte has agreed to indemnify the Company for a period of
three years for substantially all of the costs attributable to any
noncompliance by DM Can with any environmental law prior to the closing,
including all of the costs attributable to the past waste disposal practices
of DM Can.

The Company is subject to the Occupational Safety and Health Act and
other laws regulating noise exposure levels in the production areas of its
plants.

Management does not believe that any of the matters described above
individually or in the aggregate will have a material effect on the Company's
capital expenditures, earnings, financial position or competitive position.

Research and Technology

The Company's research, product development and product engineering
efforts relating to its metal containers are conducted at its research center
at Oconomowoc, Wisconsin and at other plant locations.

The Company's research, product development and product engineering
efforts with respect to its plastic containers are currently performed by its
manufacturing and engineering personnel located at its Norcross, Georgia
facility. In addition to its own research and development staff, the Company
participates in arrangements with four non-U.S. plastic container
manufacturers that call for an exchange of technology among these
manufacturers. Pursuant to these arrangements, the Company licenses its blow
molding technology to such manufacturers.

Company History

Silgan was organized in August 1987 as a holding company to acquire
interests in various packaging manufacturers. On August 31, 1987, Silgan,
through Containers, purchased from Nestle the business and related assets and
working capital of Nestle Can for approximately $151 million in cash and the
assumption of substantially all of the liabilities of Nestle Can. Also on
August 31, 1987, Silgan, through Plastics, purchased from Monsanto
substantially all the business and related fixed assets and inventory of
Monsanto Plastic Containers for approximately $43 million in cash and the
assumption of certain liabilities of Monsanto Plastic Containers. To finance
these acquisitions and to pay related fees and expenses, Silgan raised
approximately $222.5 million on August 31, 1987 by issuing $6 million of
common stock, $15 million of Silgan Preferred Stock and $85 million of 14%
Notes and by borrowing $116.5 million under its credit agreement.

During 1988, Containers acquired from The Dial Corporation its metal
container manufacturing division known as the Fort Madison Can Company ("Fort

Madison"), and from Nestle its carton manufacturing division known as the
Seaboard Carton Division ("Seaboard").

During 1989, Plastics acquired Aim Packaging, Inc. ("Aim") and Fortune
Plastics, Inc. ("Fortune") in the United States, and Express Plastic
Containers Limited ("Express") in Canada, to improve its competitive position
in the HDPE container market. Such acquisitions were financed through
additional borrowings under Silgan's credit agreement.

Holdings was organized in April 1989 as a holding company to acquire all
of the outstanding common stock of Silgan. On June 30, 1989, Silgan
Acquisition, Inc. ("Acquisition"), a wholly owned subsidiary of Holdings,
merged with and into Silgan, and Silgan became a wholly owned subsidiary of
Holdings (the "1989 Mergers"). In connection with the 1989 Mergers, Holdings
received $109.4 million in proceeds from the issuance of $120 million
aggregate principal amount of the Holdings Reset Debentures, net of debt
issuance costs of $10.1 million. Additionally, Holdings received $14.6
million in proceeds from the issuance of its Holdings Class B Stock. With
such proceeds, payments of $69.9 million were made to Silgan's stockholders
and stock option holders in connection with the 1989 Mergers and $25.2
million was advanced to Silgan and used by Silgan to repay working capital
loans. The balance of such proceeds, along with additional term loan
borrowings under Silgan's credit agreement of $24.0 million and a capital
contribution of $5.0 million by the stockholders of SPHI, was used by
Holdings in connection with the purchase of Silgan PET on August 1, 1989 for
$51.4 million, including $2.2 million of acquisition costs.

In 1989, Silgan PET, a wholly owned subsidiary of SPHI, acquired the
business and related assets of Amoco Container. On July 13, 1990, Holdings
and Silgan entered into the SPHI Business Combination pursuant to which SPHI
became a majority owned subsidiary of Silgan. The SPHI Business Combination
was accounted for in a manner similar to a pooling of interests. See
"Selected Financial Data."

In November 1991, Plastics sold its nonstrategic PET carbonated beverage
bottle business, exiting that commodity business.

In 1992, Holdings and Silgan completed the Refinancing pursuant to a
plan to improve their financial flexibility. The Refinancing included the
following: (i) the public offering in June 1992 by Silgan of $135 million
principal amount of the 11-3/4% Notes; (ii) the private placement in June
1992 by Silgan of $50 million principal amount of the Secured Notes with
certain institutional investors; (iii) the public offering in June 1992 by
Holdings of the Debentures for an aggregate amount of proceeds of $165.4
million; (iv) the amendment of the Amended and Restated Credit Agreement,
dated as of August 31, 1987, as amended (the "Amended and Restated Credit
Agreement") among Silgan and certain of its subsidiaries, the lenders named
therein and Bankers Trust, as agent, followed by the prepayment in June 1992
by Silgan of $30 million of term loans and the borrowing by Silgan of
approximately $17 million of working capital loans under the Amended and
Restated Credit Agreement; (v) the 14% Notes Redemption; (vi) the Silgan
Preferred Stock Redemption; (vii) the repayment by Silgan of a $25.2 million
advance from Holdings and the payment to Holdings of a $15.7 million
dividend; (viii) the payment by Holdings in cash of $15.3 million of interest
payable on July 1, 1992 on the Holdings Reset Debentures; (ix) the Holdings
Reset Debentures Redemption; and (x) the payment of transaction fees and
expenses relating to the Refinancing. Additionally, in June 1992 Aim,
Fortune, Silgan PET and SPHI were merged into Plastics.

On December 21, 1993, Containers acquired from Del Monte substantially

all of the fixed assets and certain working capital of Del Monte's container
manufacturing business in the United States for a purchase price of
approximately $73 million and the assumption of certain limited liabilities.
To finance the acquisition, (i) Silgan, Containers and Plastics
(collectively, the "Borrowers") entered into the Silgan Credit Agreement with
the Banks, Bank of America, as Co-Agent, and Bankers Trust, as Agent, and
(ii) Holdings issued and sold to Mellon Bank, N.A., as trustee for First
Plaza Group Trust, a group trust established under the laws of the State of
New York ("First Plaza"), 250,000 shares of its Holdings Class B Stock (the
"Holdings Stock") for a purchase price of $60.00 per share and an aggregate
purchase price of $15 million. Additionally, Silgan, Containers and Plastics
borrowed term and working capital loans under the Silgan Credit Agreement to
refinance and repay in full all amounts owing under the Amended and Restated
Credit Agreement.

Properties

Holdings' and Silgan's principal executive offices are located at 4
Landmark Square, Stamford, Connecticut 06901. The administrative
headquarters and principal places of business for Containers and Plastics are
located at 21800 Oxnard Street, Woodland Hills, California 91367 and 16216
Baxter Road, Suite 300, St. Louis, Missouri 63017, respectively. All of
these offices are leased by the Company.

The Company owns and leases properties for use in the ordinary course of
business. Such properties consist primarily of 22 metal container
manufacturing facilities, 12 plastic container manufacturing facilities and
one paper container manufacturing facility. Eighteen of these facilities are
owned and 17 are leased by the Company. The leases expire at various times
through 2020. Some of these leases provide for options to purchase or to
renew the lease.

Below is a list of the Company's operating facilities, including
attached warehouses, as of March 31, 1994:
Approximate
Building Area
Location (square feet)
-------- -------------

Anaheim, CA 127,000 (leased)
Kingsburgh, CA 37,783 (leased)
Modesto, CA 35,585 (leased)
Oakland, CA 173,780 (leased)
Riverbank, CA 167,000
Stockton, CA 243,500
Stockton, CA 71,785 (leased)
Deep River, CT 140,000
Monroe, GA 117,000
Norcross, GA 59,000 (leased)
Broadview, IL 85,000
Rochelle, IL 175,000
Ft. Dodge, IA 49,500 (leased)
Fort Madison, IA 66,000
Ligonier, IN 284,000 (leased)
Seymour, IN 406,000
Franklin, KY 118,000 (leased)
Louisville, KY 30,000 (leased)
Maysville, KY 31,300
Mt. Vernon, MO 100,000
St. Joseph, MO 173,725
Port Clinton, OH 336,000 (leased)
Hillsboro, OR 47,000
Cambridge Springs, PA 55,000
Langhorne, PA 156,000 (leased)
Crystal City, TX 26,045 (leased)
Smithfield, UT 105,000
Toppenish, WA 98,000
Menomonee Falls, WI 116,000
Menomonie, WI 60,000 (leased)
Oconomowoc, WI 105,200
Plover, WI 44,495 (leased)
Waupun, WI 212,000
Mississauga, Ontario 80,000 (leased)
Mississauga, Ontario 60,000 (leased)

The Company owns and leases certain other warehouse facilities that are
detached from its manufacturing facilities. In addition, the Company owns
four other properties, two of which the Company subleases to a third party
and intends to sell and the other two of which the Company is not currently
using and intends to sell or sublease.

The Company believes that its plants, warehouses and other facilities
are in good operating condition, adequately maintained, and suitable to meet
its present needs and future plans. The Company believes that it has
sufficient capacity to satisfy the demand for its products in the foreseeable
future. To the extent that the Company needs additional capacity, management
believes that the Company can convert certain facilities to continuous
operation or make the appropriate capital expenditures to increase capacity.

Legal Proceedings

Fidelity and EQJ Complaints. On June 28, 1989, a complaint was filed in
the Court of Chancery in the State of Delaware in and for New Castle County
jointly by Fidelity Bankers Life Insurance Company ("Fidelity"), which was
the beneficial holder of 150,000 shares of Class B common stock of Silgan,
and Ince & Co. ("Ince," together with Fidelity, sometimes hereinafter
referred to as the "Fidelity Plaintiffs"), which was the registered owner of
Fidelity's shares, against Silgan, Holdings, Morgan Stanley, certain
officers, directors and majority stockholders of Silgan and certain other
parties (the "Fidelity Complaint"). In addition, on September 14, 1989, a
second complaint was filed in the Court of Chancery in the State of Delaware
in and for New Castle County jointly by EQJ Partnership, Equitable Life
Assurance Society of the United States, Integrity Life Insurance Company,
Kleinwort Benson Limited, Merrill Lynch Corporate Bond Fund, Inc., New Locke
Fund, SAM Associates, L.P., the beneficial holder of shares of Class B common
stock of Silgan held in the name of Calmont & Co., as nominee, and SIB
Nominees Ltd. (the "EQJ Plaintiffs"), which plaintiffs were the beneficial
holders of an aggregate of 900,000 shares of Class B common stock of Silgan,
against Silgan, Holdings, Acquisition and directors of Silgan (the "EQJ
Complaint," together with the Fidelity Complaint, sometimes hereinafter
referred to as the "Complaints"). Although filed separately, the Complaints
are similar and allege, among other things, that the defendants breached
their fiduciary duties of loyalty and candor under Delaware law to minority
stockholders of Silgan by engaging in unfair dealings, attempting to effect a
merger at a grossly inadequate price and distributing misleading proxy
materials. See "Business--Company History." The Complaints also allege that
various defendants aided and abetted these purported breaches of fiduciary
duties. The Complaints ask the court, among other things, to rescind the
1989 Mergers and/or to grant to the plaintiffs such damages, including
rescissory damages, as are found by the court to be proven at trial.

In the fall of 1989, all defendants moved to dismiss the Complaints for
failure to state a claim upon which relief can be granted. The court ruled
on the motion in the Fidelity Complaint on February 7, 1991, dismissing seven
of the ten claims asserted and allowing the Fidelity Plaintiffs leave to
plead one additional claim. On February 27, 1991, the Fidelity Plaintiffs
filed an amended complaint. On May 24, 1991, the defendants answered the
amended complaint, denying the material allegations and asserting affirmative
defenses. On January 29, 1992, Silgan and the EQJ Plaintiffs filed a
stipulation dismissing the EQJ Complaint with respect to all defendants
without prejudice to the right of the EQJ Plaintiffs to reinstate the action
at the conclusion of the appraisal proceeding instituted by the EQJ
Plaintiffs and described below.

On September 14, 1989, the EQJ Plaintiffs filed a Petition for Appraisal
(the "EQJ Appraisal") against Silgan in the Court of Chancery in the State of
Delaware in and for New Castle County. On October 13, 1989, the Fidelity
Plaintiffs filed a Petition for Appraisal (the "Fidelity Appraisal," together
with the EQJ Appraisal, sometimes hereinafter referred to as the
"Appraisals") against Silgan in the Court of Chancery in the State of
Delaware in and for New Castle County. Although filed separately, the
Appraisals both purport to invoke the rights of the EQJ Plaintiffs and the
Fidelity Plaintiffs to seek an appraisal of their shares of Class B common
stock of Silgan pursuant to Section 262 of the Delaware General Corporation
Law as a consequence of the 1989 Mergers.

The Fidelity Appraisal purports to seek, among other relief, a judgment
awarding the Fidelity Plaintiffs the fair value of their shares of Class B
common stock of Silgan in an unspecified amount. On May 13, 1991, Fidelity
was seized and placed into receivership by the Virginia State Corporation
Commission. As a result, the Fidelity Complaint and Fidelity Appraisal were
stayed until March 30, 1992. Both the Fidelity Complaint and Fidelity
Appraisal were dismissed in February 1994 following settlement with the
Fidelity Plaintiffs.

The EQJ Appraisal alleges that the EQJ Plaintiffs' shares are worth more
than three times the price offered in connection with the 1989 Mergers and
seeks, among other relief, a judgment awarding the EQJ Plaintiffs the fair
value of their shares of Class B common stock of Silgan in an amount of no
less than $24 per share. Discovery in the EQJ Appraisal has concluded. By a
letter to the court dated April 28, 1994, counsel for the defendants reported
the parties' agreement to postpone the start of trial until July 6, 1994 and
the pre-trial conference until shortly before that date, and the court has
indicated that such schedule is acceptable.

Management believes that there is no factual basis for the allegations
and claims contained in the Complaints. Management also believes that the
lawsuits are without merit and intends to defend the lawsuits vigorously. In
addition, management believes that the ultimate resolution of these matters
and the appraisal proceedings will not have a material effect on the
financial condition or results of operations of the Company.

Katell/Desert Complaint. On November 6, 1991, Gerald L. Katell
("Katell") and Desert Equities, Inc. ("Desert"), who are limited partners of
The Morgan Stanley Leveraged Equity Fund, L.P. ("MSLEF"), filed a
consolidated complaint in the Court of Chancery of the State of Delaware in
and for New Castle County (the "Katell/Desert Complaint") against a number of
defendants, including Holdings and Silgan. (The plaintiffs previously had
filed similar complaints in the New York Supreme Court, but the complaints
were dismissed on the grounds that, in the interests of substantial justice,
the actions should be heard in the courts of Delaware.) The plaintiffs
allege, among other things, that The Morgan Stanley Leveraged Capital Fund,
Inc. and Cigna Leveraged Capital Fund, Inc., the general partners of MSLEF,
breached duties owed to the limited partners. Holdings and Silgan are named
as defendants in Count III of such amended complaint, which charges them with
aiding and abetting breaches of fiduciary duty by MSLEF and the general
partners. These aiding and abetting claims are premised on the same
allegations concerning the 1989 Mergers that form the basis of the
Complaints. The plaintiffs claim damages in the amount of $4.67 million.

On December 9, 1991, all defendants moved to dismiss the Katell/Desert
Complaint on the grounds that (i) plaintiffs' claims are derivative in nature
and cannot be maintained as individual actions, (ii) plaintiffs' claims as to
shares of stock and other rights allegedly held by them directly fail to
state a claim and, in some cases, are time barred and (iii) with respect to
the aiding and abetting claims asserted against Holdings and Silgan, the
Katell/Desert Complaint fails to allege sufficient knowing participation to
constitute a cause of action for aiding and abetting breaches of fiduciary
duties. On February 17, 1992, the plaintiffs filed an amended complaint
asserting derivative claims on behalf of the partnership alternatively to
Counts I through IV of the Katell/Desert Complaint. The amended complaint
also deletes specific allegations as to the amount of damages, seeking a
determination of such damages by the court. All defendants moved to dismiss
the amended complaint on February 27, 1992. After full briefing and oral
argument, the court dismissed all claims against Holdings and Silgan by
memorandum opinion and order dated January 14, 1993. On January 25, 1993,
the plaintiffs moved for reargument, seeking that the court amend its order
to provide that the dismissal of the claims against certain defendants,
including Holdings and Silgan, be without prejudice to reinstatement. The
court denied this motion by order dated March 29, 1993.

Management believes that there is no factual basis for the allegations
and claims contained in the Katell/Desert Complaint. Management also
believes that the lawsuit is without merit and intends to defend the lawsuit
vigorously. In addition, management believes that the ultimate resolution of
these matters and the appraisal proceedings will not have a material effect
on the financial condition or results of operations of the Company.

Summer del Caribe. On October 17, 1989, the State of California, on
behalf of the California Department of Health Services, filed a suit in the
United States District Court for the Northern District of California against
the owners and operators of a recycling facility operated by Summer del
Caribe, Inc., Dale Summer and Lynn Rodich. The complaint also named 16 can
manufacturing companies, including Silgan, that had sent small amounts of
solder dross to the facility for recycling as "Responsible Parties" under the
California Superfund statute. The court has stayed the action. The Company
is one of 16 can companies participating in a steering committee. The
steering committee has actively undertaken a feasibility study and has

retained an environmental consultant. The Company has agreed with the other
can company defendants that Silgan's apportioned share of cleanup costs would
be 6.72% of the total cost of cleanup. Although the total cost of cleanup
has not yet been determined, the Company understands that the State of
California's current worst case estimate of total cleanup costs for all
parties is $5.5 million. The steering committee believes that the cost to
remediate will be no more than $3 million, approximately one-half the
government's estimate. Accordingly, the Company believes its maximum
exposure is not greater than 6.72% of $3 million, or approximately $202,000.

Other. Other than the actions mentioned above, there are no other
pending legal proceedings, other than ordinary routine litigation incidental
to the business of the Company, to which the Company is a party or to which
any of its properties are subject.

MANAGEMENT

Directors and Executive Officers of Holdings and Silgan

The current directors and executive officers of Holdings and Silgan, and
their respective ages, positions and principal occupations, five-year
employment history and other directorships held are furnished below:

Age at
March 15, Five-Year Employment
Name and Position 1994 History and Other Directorships
----------------- -------- Held
-------------------------------

R. Philip Silver 51 Prior to forming S&H in 1987,
Chairman of the Board and President of Continental Can
Co-Chief Executive Officer Company from June 1983 to August
of Holdings and Silgan 1986; consultant to packaging
since March 1994; formerly industry from August 1986 to
President of Holdings and August 1987; Vice Chairman of
Silgan; Director of the Board and Director of
Holdings since April 1989 Sweetheart Holdings Inc. and
and of Silgan since August Sweetheart Cup Company, Inc.
1987; Chairman of the Board from September 1989 to January
of Plastics since March 1991; Chairman of the Board and
1994; Director of Director of Sweetheart Holdings
Containers and Plastics Inc. and Sweetheart Cup Company,
since August 1987. Inc. from January 1991 through
August 1993; Director, Johnstown
America Corporation.

Age at
March 15, Five-Year Employment
Name and Position 1994 History and Other Directorships
----------------- -------- Held
-------------------------------

D. Greg Horrigan 50 Prior to forming S&H in 1987,
President and Co-Chief Executive Vice President and
Executive Officer of Operating Officer of Continental
Holdings and Silgan since Can Company from 1984 to 1987;
March 1994; formerly Chairman of the Board and
Chairman of the Board of Director of Sweetheart Holdings
Holdings and Silgan; Inc. and Sweetheart Cup Company,
Director of Holdings since Inc. from September 1989 to
April 1989 and of Silgan January 1991; Vice Chairman of
since August 1987; Chairman the Board and Director of
of the Board of Containers Sweetheart Holdings Inc. and
since August 1987; Chairman Sweetheart Cup Company, Inc.
of the Board of Plastics from January 1991 through August
from May 1991 to March 1993.
1994; Director of
Containers and Plastics
since August 1987.

James S. Hoch 34 Principal of Morgan Stanley &
Director, Vice President Co. Incorporated since 1993,
and Assistant Secretary of Vice President of Morgan Stanley
Holdings since January & Co. Incorporated from 1991 to
1991; Director of Silgan 1993, Associate of Morgan
since January 1991; Vice Stanley & Co. Incorporated from
President and Assistant 1986 to 1990. Director of Fort
Secretary of Silgan since Howard Corporation, Sullivan
1987; Director, Vice Communications, Inc., Sullivan
President and Assistant Graphics, Inc.
Secretary of Containers
since January 1991;
Director, Vice President
and Assistant Secretary of
Plastics since January
1991.

Robert H. Niehaus 38 Managing Director of Morgan
Vice President, Assistant Stanley & Co. Incorporated since
Secretary and Director of January 1, 1990; Principal of
Holdings since April 1989; Morgan Stanley & Co.
Vice President, Assistant Incorporated from 1988 to 1989;
Secretary and Director of Vice President of Morgan Stanley
Silgan since August 1987; & Co. Incorporated in 1987.
Vice President, Assistant Director of American Italian
Secretary and Director of Pasta Company, Randall's Food
Containers and Plastics Markets, Inc., Randall's
since August 1987. Management Corp., Inc.,
Randall's Properties, Inc.,
Randall's Warehouse, Inc., Fort
Howard Corporation, Waterford
Wedgwood plc, Waterford Crystal
Ltd., Waterford Wedgwood UK plc,
MS Distribution Inc., Tennessee
Valley Steel Corporation, NCC
L.P., Shuttleway and MS/WW
Holdings Inc.

Age at
March 15, Five-Year Employment
Name and Position 1994 History and Other Directorships
----------------- -------- Held
-------------------------------

Harley Rankin, Jr. 54 Prior to joining the Company,
Executive Vice President Senior Vice President and Chief
and Chief Financial Officer Financial Officer of Armtek
of Holdings since April Corporation; prior to Armtek
1989; Treasurer of Holdings Corporation, Vice President and
since January 1992; Chief Financial Officer of
Executive Vice President Continental Can Company from
and Chief Financial Officer November 1984 to August 1986.
of Silgan since January Vice President, Chief Financial
1989; Treasurer of Silgan Officer and Treasurer of
since January 1992; Vice Sweetheart Holdings Inc. and
President of Containers and Vice President of Sweetheart Cup
Plastics since January Company, Inc. from September
1989; Treasurer of Plastics 1989 to August 1993.
since January 1994.

Harold J. Rodriguez, Jr. 38 Employed by Ernst & Young from
Vice President of Holdings 1978 to 1987, last serving as
and Silgan since March Senior Manager specializing in
1994; Vice President of taxation. Controller, Assistant
Containers and Plastics Secretary and Assistant
since March 1994; Treasurer of Sweetheart Holdings
Controller and Assistant Inc. and Assistant Secretary and
Treasurer of Holdings and Assistant Treasurer of
Silgan since March 1990; Sweetheart Cup Company, Inc.
Assistant Controller and from September 1989 to August
Assistant Treasurer of 1993.
Holdings from April 1989 to
March 1990; Assistant
Controller and Assistant
Treasurer of Silgan from
October 1987 to March 1990.

Management of Containers

In addition to the persons listed under "--Directors and Executive
Officers of Holdings and Silgan" above, the following are the principal
executive officers of Containers:

Age at Five-Year Employment
March 15, History and Other Directorships
Name and Position 1994 Held
------------------ -------- ------------------------------
James D. Beam 51 Vice President - Marketing &
President and a Sales of Containers from
non-voting Director of September 1987 to July 1990;
Containers since July Vice President and General
1990. Manager of Continental Can
Company, Western Food Can
Division, from March 1986 to
September 1987.

Gerald T. Wojdon 58 General Manager of
Vice President - Manufacturing of the Can
Operations and Assistant Division of The Carnation
Secretary of Containers Company from August 1982 to
since September 1987. August 1987.

Age at Five-Year Employment
March 15, History and Other Directorships
Name and Position 1994 Held
------------------ -------- ------------------------------
Gary M. Hughes 51 Vice President, Sales and
Vice President - Sales & Marketing of the Beverage
Marketing of Containers Division of Continental Can
since July 1990. Company from February 1988 to
July 1990; prior to February
1988, was employed by
Continental Can in various
regional sales positions.

George S. Hartley 47 Vice President - Finance of
Vice President - Romanoff International, Inc.
Finance, Treasurer and from 1990 to 1993; Director,
Assistant Secretary Business Planning of Amphenol
since March 1994. Corporation (Electronic
Connectors) from 1988 to 1989;
Continental Can Corporation,
1974-1988, employed in various
finance and planning positions.

Dennis Nerstad 56 Vice President - Distribution
Vice President since and Container Manufacturing of
March 1994. Del Monte from August 1989 to
December 1993; Director of
Container Manufacturing of Del
Monte from November 1983 to
July 1989; prior to 1983,
employed by Del Monte in
various regional and plant
positions.

Management of Plastics

In addition to the persons listed under "--Directors and Executive
Officers of Holdings and Silgan" above, the following are the principal
executive officers of Plastics:

Age at
March 15, Five-Year Employment History and
Name and Position 1994 Positions
----------------- -------- --------------------------------

Russell F. Gervais 50 President and Chief Executive
President and non-voting Officer of Aim Packaging, Inc. from
Director of Plastics March 1984 to September 1989.
since December 1992;
Vice President - Sales &
Marketing of Plastics
from September 1989
until December 1992.

Howard H. Cole 48 Manager of Personnel of Monsanto
Vice President and Engineered Products Division of the
Assistant Secretary of Monsanto Company from April 1986 to
Plastics since September September 1987.
1987.

Age at
March 15, Five-Year Employment History and
Name and Position 1994 Positions
----------------- -------- --------------------------------

Charles Minarik 56 President of Wheaton Industries
Vice President - Plastics Group, from February 1991
Operations and to August 1992; Vice President -
Commercial Development Marketing of Constar International,
since May 1993. Inc. from March 1983 to February
1991.

Executive Compensation.

The following table sets forth information concerning the annual and
long term compensation for services rendered in all capacities to the Company
and its subsidiaries during the fiscal years ended December 31, 1993, 1992
and 1991 of those persons who at December 31, 1993 were (i) the Chief
Executive Officer of Holdings and (ii) the other four most highly compensated
executive officers of Holdings and its subsidiaries. No director of Holdings
or its subsidiaries receives any compensation for serving as a director of
Holdings or its subsidiaries. See "Certain Transactions--Management
Agreements."

Summary Compensation Table
Long Term
Annual Compensation Compensation
------------------------------------------------- ------------
Awards
------
Other
Annual Stock All Other
Name and Principal Position Year Salary<fa><fb> Bonus<fa><fc> Compensation Options/SARs Compensation<fd>
- --------------------------- ---- -------------- ------------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>

R. Philip Silver 1993 $1,378,799 - - - -
(Chairman of the Board of 1992 1,528,844 - - - -
Holdings and Silgan and 1991 1,378,000 - - - -
Co-Chief Executive Officer
of Holdings and Silgan and
Chairman of the Board of
Plastics)
D. Greg Horrigan 1993 1,378,799 - - - -
(President of Holdings 1992 1,528,844 - - - -
and Silgan and Co-Chief 1991 1,378,000 - - - -
Executive Officer of
Holdings and Silgan and
Chairman of the Board of
Containers)
Harley Rankin, Jr. 1993 321,898 - - - -
(Executive Vice President, 1992 324,407 - - - -
Chief Financial Officer and 1991 303,200 - - - -
Treasurer of Holdings and
Silgan and Vice President
of Containers and Plastics)
James D. Beam 1993 239,949 $65,277 - - $ 24,883
(President of Containers) 1992 231,949 65,497 - - 24,215
1991 221,894 38,854 - - -
Gary M. Hughes 1993 167,763 45,701 - - 17,397
(Vice President - Sales and 1992 162,372 45,851 - - 16,952
Marketing of Containers) 1991 155,326 27,198 - - -
Gerald T. Wojdon 1993 167,763 45,701 - - 17,397
(Vice President - 1992 162,372 45,850 - - 16,952
Operations of Containers) 1991 155,326 27,198 - - -

<FN>

<fa> The compensation of Messrs. Horrigan, Silver, Rankin and Rodriguez was paid by S&H and they received no direct
compensation from Holdings, Silgan or their respective subsidiaries. See "Certain Transactions--Management
Agreements."

<fb> The salaries of Messrs. Beam, Hughes and Wojdon were paid by Containers.

<fc> Bonuses of Messrs. Beam, Hughes and Wojdon were earned by them in such year and paid in the following year, pursuant
to the Silgan Containers Corporation Performance Incentive Plan. Under the Silgan Containers Corporation Performance
Incentive Plan, executive officers and other key employees of Containers may be awarded cash bonuses provided that
Containers achieves certain assigned financial targets.

<fd> Reflects amounts contributed by Containers under the Silgan Containers Corporation Deferred Incentive Savings Plan
(the "Savings Plan"). Containers contributes to the Savings Plan an amount each year based on its profits for such
year, as determined by Containers' board of directors. Such contribution is allocated proportionately to
participants in accordance with their compensation. A participant's allocable share of such contribution becomes
fully vested after five years of service or, if earlier, upon reaching age 55, death, total and permanent disability
or termination on account of the sale or closure of a work facility.

</TABLE>

OPTION/SAR VALUES AT DECEMBER 31, 1993
--------------------------------------
Value of
Number of Unexercised
Unexercised in-the-Money
Options/SARs at Options/SARs at
December 31, 1993 December 31, 1993
----------------- -----------------

Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
R. Philip Silver . . -- -- -- --
D. Greg Horrigan . . -- -- -- --
Harley Rankin, Jr.
<fa> . . . . . . . . 10,000 -- -0- --
James D. Beam
<fb><fc> . . . . . . 336 144 $402,390 $100,597
Gary M. Hughes
<fb><fd> . . . . . . 144 96 -0- -0-
Gerald T. Wojdon
<fb><fe> . . . . . . 48 48 100,597 100,597

[FN]

<fa> Options are for, and tandem SARs relate to, shares of Holdings Class C
Common Stock, par value $.01 per share (the "Holdings Class C Stock").
Value is the excess of the book value of Holdings Class C Stock from the
date of grant over the exercise price. In the event of a public
offering or third party sale, value would be based on fair market value.
See "--Stock Option Plans" below.

<fb> Options are for, and tandem SARs relate to, shares of Containers' common
stock. As of December 31, 1993, 10,800 shares of Containers' common
stock are issued and outstanding and an additional 1,200 shares of
Containers' common stock are authorized but not issued. Value is the
excess of the book value of Containers' common stock from the date of
grant, less the portion of parent debt allocable to Containers, over the
exercise price. In the event of a public offering or third party sale,
value would be based on fair market value as determined under the
Containers Plan (as defined in "--Stock Option Plans" below). See "--
Stock Option Plans" below.

<fc> 240 options and tandem SARs were granted in June 1989 under the
Containers Plan, for which the book value, as computed under the
Containers Plan, exceeds the exercise price. An additional 240 options
and tandem SARs were granted in July 1990 under the Containers Plan.

<fd> 240 options and tandem SARs were granted in July 1990 under the
Containers Plan.

<fe> 240 options and tandem SARs were granted in June 1989 under the
Containers Plan, of which 144 SARs have been exercised prior to 1993.

Pension Plans

The Company has established pension plans (the "Pension Plans") covering
substantially all of the salaried employees of Containers and Plastics,
respectively, including the executive officers (the "Containers Pension Plan"
and the "Plastics Pension Plan," respectively). The Pension Plans are
defined benefit plans intended to be qualified pension plans under Section
401(a) of the Code, under which pension costs are determined annually on an
actuarial basis with contributions made accordingly. The pension benefits at
normal retirement under each Pension Plan are generally comparable to the
benefits under the pension plan covering individuals at Nestle Can or
Monsanto, as the case may be, at the time of acquisition in 1987.

Certain salaried employees of Containers, including Containers'
executive officers, were covered by the Carnation Employees Plan Number Two
for United States Employees (the "Carnation Pension Plan") immediately prior
to the acquisition of Nestle Can. The Containers Pension Plan recognizes
prior service under the Carnation Pension Plan for purposes of eligibility,
vesting and benefit accrual. The benefits payable at retirement under, or
upon vested termination from, the Containers Pension Plan are based on the
benefit formula and all other factors then in effect under the Containers
Pension Plan applied to all combined pension service. Such benefit shall be
offset by the accrued benefit, if any, such employee is entitled to receive
under the Carnation Pension Plan as of August 31, 1987.

Under the Containers Pension Plan, both the employer and participants
contribute. Participants contribute approximately 3% of their annual
compensation. The benefit for any participant thereunder is calculated under
the greater of either (i) a career average formula of the sum of, for each
year of participation up to March 31, 1991, 1% of annual base salary up to
$5,400 plus 2% of such salary over $5,400 or (ii) a final pay formula of the
average base salary over the final three years of employment multiplied by a
percentage (not to exceed 61-1/4%) based upon the participant's years of
credited service (not to exceed 35), less a percentage (not to exceed
approximately 50%) of such participant's primary social security benefit at
employment termination based upon the participant's years of credited service
(not to exceed 35). Compensation covered by the Containers Pension Plan is a
participant's base salary exclusive of any bonus, overtime or other extra
compensation. A participant becomes fully vested after five years of service
or upon reaching age 55, if earlier.

The following table illustrates the estimated annual normal retirement
benefits that are payable under the Containers Pension Plan based upon the
final pay formula. Such benefit levels assume retirement at age 65, the
years of service shown, continued existence of the Containers Pension Plan
without substantial change and payment in the form of a single life annuity
and includes benefits, if any, payable under the Carnation Pension Plan which
will be paid by that plan.

Containers Pension Plan Table
Final Years of Service
Average --------------------------------------------------------------
Earnings 10 15 20 25 30 35
--------- ------ ------ ------ ------ ------ ------
$ 50,000 $ 7,130 $ 10,640 $ 14,260 $ 17,830 $ 21,390 $ 24,960
75,000 11,510 17,260 23,010 28,760 34,520 40,270
100,000 15,880 23,820 31,760 39,700 47,640 55,580
125,000 20,260 30,380 40,510 50,640 60,770 70,890
150,000 24,630 36,950 49,260 61,580 73,890 86,210
175,000 29,010 43,510 58,010 72,510 87,020 101,520
200,000 33,380 50,070 66,760 83,450 100,140 116,830
225,000 37,760 56,630 75,510 94,390 113,270 132,140

Pursuant to Section 401(a)(17) of the Code, there is a limit on the
amount of annual compensation which can be taken into account under the
Containers Pension Plan. The dollar limit on compensation for 1993 was
$235,840. The dollar limit on compensation for 1994 is $150,000. The dollar
limit, where applicable, will reduce the amount of benefits payable to highly
compensated participants in the Containers Pension Plan.

As of December 31, 1993, the years of credited service under the
Containers Pension Plan for each of the eligible executive officers named in
the Summary Compensation Table are as follows: James D. Beam, 6, Gary M.
Hughes, 3, and Gerald T. Wojdon 34.

In conjunction with the acquisition of DM Can, the employees of Del
Monte that are employed by Containers will participate in the Containers
Pension Plan. Pursuant to the purchase agreement for the acquisition of DM
Can, Del Monte has agreed to transfer to the Containers Pension Plan assets
for benefits accrued for such employees while they were employed by Del
Monte.

Certain salaried employees of Plastics, including Plastics' executive
officers, were covered by the Monsanto Company Salaried Employees' Pension
Plan (the "Monsanto Pension Plan") immediately prior to the acquisition of
Monsanto Plastic Containers. The Plastics Pension Plan recognizes prior
service under the Monsanto Pension Plan for purposes of eligibility, vesting
and benefit accrual. The benefits payable at retirement under, or upon
vested termination from, the Plastics Pension Plan are based on the benefit
formula and all other factors then in effect under the Plastics Pension Plan
applied to all combined pension service. Such benefit is offset by the
accrued benefit, if any, such employee is entitled to receive under the
Monsanto Pension Plan as of August 31, 1987.

Under the Plastics Pension Plan, pensions are based on the greatest of
(i) years of benefit service multiplied by 1.4% of Average Earnings, which is
defined as the greater of (a) average compensation received during the final
36 months of employment or (b) average compensation received during the
highest three of the final five calendar years of employment; (ii) years of
benefit service multiplied by 1.5% of Average Earnings less a 50% social
security offset; or (iii) years of benefit service multiplied by $30.00. For
employees hired between April 1, 1986 and September 1, 1987, the formula is
the greater of (i) years of benefit service multiplied by 1.2% of Average
Earnings; or (ii) years of benefit service multiplied by 1.5% of Average
Earnings less a 50% social security offset. For employees hired after
September 1, 1987, the formula is years of benefit service multiplied by 1.1%
of Average Earnings. Average Earnings under the Plastics Pension Plan is a
participant's total cash income before deduction for contributions, if any,
to a plan pursuant to Section 401(k) of the Code or Section 125 of the Code
less any moving expense allowance but, in no event, shall Average Earnings
exceed 125% of base pay of the participant. A participant becomes fully
vested after five years of service or attainment of Normal Retirement Age (as
defined under the Plastics Pension Plan), if earlier.

The following table illustrates the estimated annual normal retirement
benefits that are payable under the Plastics Pension Plan based upon the
greater of 1.4% of Average Earnings, without reduction for social security or
other offset amounts, or 1.5% of Average Earnings less a 50% social security
offset. Such benefit levels assume retirement age at 65, the years of

service shown, continued existence of the Plastics Pension Plan without
substantial change and payment in the form of a single life annuity and
includes benefits, if any, payable under the Monsanto Pension Plan which will
be paid by that plan.

Plastics Pension Plan Table

Final Years of Service
Average -------------------------------------------------------------

Earnings 10 15 20 25 30 35
-------- ------ ------ ------ ------ ------ ------
$ 50,000 $ 7,000 $ 10,550 $ 14,000 $ 17,500 $ 21,000 $ 24,500
75,000 10,500 15,750 21,000 26,250 31,500 36,750
100,000 14,000 21,000 28,000 35,000 42,000 49,000
125,000 17,500 26,250 35,000 43,750 52,500 61,250
150,000 21,000 31,500 42,000 52,500 63,000 73,950
175,000 24,500 36,750 49,000 61,250 73,950 87,075
200,000 28,000 42,000 56,000 70,200 85,200 100,200
225,000 31,500 47,250 63,000 79,575 96,450 113,325

Pursuant to Section 401(a)(17) of the Code, there is a limit on the
amount of annual compensation which can be taken into account under the
Plastics Pension Plan. The dollar limit on compensation for 1993 was
$235,840. The dollar limit on compensation for 1994 is $150,000. The dollar
limit, where applicable, will reduce the amount of benefits payable to highly
compensated participants in the Plastics Pension Plan.

Stock Option Plans

Containers, Plastics and Holdings have established separate but similar
stock option plans entitled, respectively, the Silgan Containers Corporation
Amended and Restated 1989 Stock Option Plan (the "Containers Plan"), the
Silgan Plastics Corporation 1994 Stock Option Plan (the "Plastics Plan") and
the Silgan Holdings Inc. Amended and Restated 1989 Stock Option Plan (the
"Holdings Plan"; collectively, the "Plans"). Under each such Plan,
participants may be granted options to purchase shares of common stock or
restricted stock and/or SARs. Options granted may be either nonstatutory
stock options or incentive stock options under Section 422 of the Code. SARs
granted may be related to options concurrently granted or independent of any
options.

The board of directors of each of the respective sponsoring companies,
through a committee, administers its respective plan and has the power to,
among other things, choose participants, the type of grant and all the terms
and conditions thereof, including number of shares covered by a grant and the
exercise price, if applicable. Only officers (including executive officers)
and other key employees are eligible to participate in the plan sponsored by
their employer. As of December 31, 1993, Containers and Plastics have
reserved 1,200 authorized but unissued shares of their respective common
stock, $.01 par value, for issuance under their respective plans, and
Holdings has reserved 24,000 authorized but unissued shares of Holdings Class
C Stock for issuance under the Holdings Plan.

Generally, each option granted under the Plans becomes exercisable over

a period of five years, with 20% of the option having become exercisable on
the first anniversary of the grant and an additional 20% having become or
becoming exercisable on each anniversary thereafter. The purchase price of
each option granted under the Containers Plan ranges from $2,122.00 to
$4,933.20 per share. The purchase price of options granted under the
Plastics Plan is $126 per share. The purchase price of options granted under
the Holdings Plan ranges from $35.00 to $60.71 per share. Each option
granted under the Plans was granted with related SARs. The SARs extend to
all option shares and under the Containers Plan and Holdings Plan provide for
a payment by the sponsoring company to the holder of an amount equal to the
excess of the book value of a share of the sponsoring company at the SAR
exercise date or, if applicable, the fair market value of such share at the
SAR exercise date after a public offering of such shares, over the exercise
price of the SAR multiplied by the number of shares involved in the SAR
exercise and under the Plastics Plan provide for a payment by Plastics to the
holder of an amount equal to the excess of the fair market value of such
share at the SAR exercise date over the exercise price of the SAR multiplied
by the number of shares involved in the SAR exercise. Each option and
related SAR granted under each of the Plans expires on the date that is one
day before ten years after the date of grant or on such earlier date as the
holder's employment shall terminate or within a specified period after
termination as provided in the respective Plans.

All options granted under any of the Plans must be evidenced by an
option agreement between the sponsoring company and the option recipient
embodying all the terms and conditions of the option grant; provided that (i)
all options must be granted before the respective Plan expires, (ii)
incentive stock options granted must comply with Section 422 of the Code,
(iii) all options must be exercisable no earlier than one year from the date
of grant, (iv) no option shall be transferable or assignable otherwise than
by will or the laws of descent and distribution and, during the lifetime of
the recipient, such option shall be exercisable only by the recipient, (v)
all options must expire or remain exercisable for a limited time after
termination of employment, all as specified in the respective Plans, and (vi)
upon exercise of all options, full payment for the shares covered shall be
made in cash for each of the Plans or, for the Containers Plan and Holdings
Plan, shares of common stock of the sponsoring company already owned or a
combination of cash and shares of common stock.

All SARs granted under any of the Plans must be evidenced by an
agreement containing the terms of exercise and manner of settlement, provided
that (i) all SARs must be granted before the respective Plan expires, (ii)
SARs must be exercisable no earlier than one year from the date of grant,
(iii) SARs granted in tandem with options must have the same terms and
conditions as the related option and the exercise of a related SAR
extinguishes the related option to the extent exercised and vice versa and
(iv) SARs may contain a provision for automatic exercise on the last day of
the term thereof.

Restricted stock issued under any of the Plans must bear an appropriate
legend referring to the terms, conditions and restrictions applicable
thereto. The sponsoring company has a right to purchase and participants
have a right to require the sponsoring company to repurchase its common stock
acquired pursuant to the respective Plan upon the occurrence of certain
events in accordance with such Plan.

In the event of a public offering of any of Holdings' common stock or a
sale of Holdings to a third party, the options granted by Containers and
Plastics pursuant to their respective Plans are convertible into stock
options of Holdings under the Holdings Plan and any stock issued upon
exercise of options under the Containers Plan are convertible into common
stock of Holdings. The calculation of the number of shares to be issued upon

the conversion of such options or shares will be determined based upon a
valuation of Holdings and an allocation of such value among its subsidiaries
(after giving effect to, among other things, that portion of the outstanding
indebtedness of Holdings allocable to each such subsidiary).

Certain Employment Agreements

Certain executive officers and other key employees of Containers and
Plastics (including Messrs. Beam and Wojdon) have executed employment
agreements. The initial term of such employment agreements is generally
three years from their effective date and is automatically extended for
successive one year periods unless terminated pursuant to the terms of such
agreements. Each such employment agreement provides for, among other things,
a minimum severance benefit equal to base salary and benefits for, in most
cases, a period of one year (or the remainder of the term of the agreement,
if longer) (i) if the employee is terminated by his employer for any reason
other than disability or for cause as specified in the agreement or (ii) if
the employee voluntarily terminates employment due to a demotion and, in some
cases, significant relocation, all as specified in the agreement.

The foregoing summaries of the various benefit plans and agreements of
the Company are qualified by reference to such plans and agreements, copies
of certain of which have been filed as exhibits to the Registration Statement
of which this Prospectus is a part.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Beneficial Owners of Holdings' Capital Stock

The following table sets forth, as of April 30, 1994, certain
information with respect to the beneficial ownership by certain persons and
entities of outstanding shares of capital stock of Holdings:

Number of Shares of each class Percentage Ownership of
of
Holdings Common Stock Owned Holdings Common Stock
----------------------------- -------------------------------------------

Consolidated
Class A Class B Class C Class A Class B Class C <F1>
------- ------- ------- ------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>

R. Philip Silver <F2> . . . . 208,750 -- -- 50% -- -- 19.24%
D. Greg Horrigan <F2> . . . . 208,750 -- -- 50% -- -- 19.24%
James S. Hoch <F3> . . . . . -- -- -- -- -- -- --
Robert H. Niehaus <F3> . . . -- -- -- -- -- -- --
Harley Rankin, Jr. . . . . . -- -- 10,000<F4> -- -- 15.38% --
James D. Beam <F5> . . . . . -- -- -- -- -- -- --
Gary M. Hughes <F5> . . . . . -- -- -- -- -- -- --
Gerald T. Wojdon <F5> . . . . -- -- -- -- -- -- --

The Morgan Stanley Leveraged
Equity Fund II, L.P.<F6> . . -- 417,500 -- -- 62.55% -- 38.48%

Mellon Bank, N.A., as trustee for
First Plaza Group Trust <F7> -- 250,000 -- -- 37.45% -- 23.04%

All officers and directors as a
group . . . . . . . . . . . 417,500 -- 15,000<F4> 100% -- 23.08%<F8> 38.48%

___________________
<FN>

<F1> This column reflects the percentage ownership of voting common stock that would exist if Holdings Class A Stock and
Holdings Class B Stock were treated as a single class. Holdings Class C Stock generally does not have voting rights
and is not included in the percentage ownership reflected in this column. See "Description of Holdings Common Stock-
-General."

<F2> Director of Holdings and Silgan. Messrs. Silver and Horrigan are parties to a voting agreement pursuant to which
they have agreed to use their best efforts to vote their shares as a block. The address for such person is 4
Landmark Square, Stamford, CT 06901.

<F3> Director of Holdings and Silgan. The address for such person is c/o Morgan Stanley & Co. Incorporated, 1251 Avenue
of the Americas, New York, NY 10020.

<F4> Reflects shares that may be acquired through the exercise of vested stock options granted pursuant to the Holdings
Plan.

<F5> Options to purchase shares of common stock of Containers and tandem SARs have been granted to such person pursuant to
the Containers Plan. Pursuant to the Containers Plan, such options may be converted into stock options of Holdings
(and the Containers' common stock issuable upon exercise of such options may be converted into common stock of
Holdings) in the event of a public offering of any of Holdings' common stock or a sale of Holdings to a third party.

<F6> The address for The Morgan Stanley Leveraged Equity Fund II, L.P., is 1251 Avenue of the Americas, New York, NY
10020.

<F7> The address for First Plaza Group Trust is c/o General Motors Investment Management Corporation, 767 Fifth Avenue,
New York, NY 10153. Mellon Bank, N.A. ("Mellon"), acts as the trustee for First Plaza, a trust under and for the
benefit of certain employee benefit plans of General Motors Corporation ("GM") and its subsidiaries. These shares
may be deemed to be owned beneficially by General Motors Investment Management Corporation ("GMIMCo"), a wholly owned
subsidiary of GM. GMIMCo is serving as First Plaza's investment manager with respect to these shares and in that
capacity it has the sole power to direct Mellon as to the voting and disposition of these shares. Because of
Mellon's limited role, beneficial ownership of the shares by Mellon is disclaimed.

<F8> Bankers Trust New York Corporation ("BTNY") beneficially owns 50,000 shares of Holdings Class C Stock.

</TABLE>

See "Description of Holdings Common Stock" for additional information
about the common stock of Holdings, the holders thereof and certain
arrangements among them.

CERTAIN TRANSACTIONS

Management Agreements

Holdings, Silgan, Containers and Plastics each entered into an amended
and restated management services agreement dated as of December 21, 1993
(collectively, the "Management Agreements") with S&H to replace in its
entirety its existing management services agreement, as amended, with S&H.
Pursuant to the Management Agreements, S&H provides Holdings, Silgan,
Containers and Plastics and their respective subsidiaries with general
management and administrative services (the "Services"). The Management
Agreements provide for payments to S&H (i) on a monthly basis, of $5,000 plus
an amount equal to 2.475% of consolidated earnings before depreciation,
interest and taxes of Holdings and its subsidiaries ("Holdings EBDIT"), for
such calendar month until Holdings EBDIT for the calendar year shall have
reached an amount set forth in the Management Agreements for such calendar
year (the "Scheduled Amount") and 1.65% of Holdings EBDIT for such calendar
month to the extent that Holdings EBDIT for the calendar year shall have
exceeded the Scheduled Amount but shall not have been greater than an amount
(the "Maximum Amount") set forth in the Management Agreements (the "Monthly
Management Fee") and (ii) on a quarterly basis, of an amount equal to 2.475%
of Holdings EBDIT for such calendar quarter until Holdings EBDIT for the
calendar year shall have reached the Scheduled Amount and 1.65% of Holdings
EBDIT for such calendar quarter to the extent that Holdings EBDIT for the
calendar year shall have exceeded the Scheduled Amount but shall not have
been greater than the Maximum Amount (the "Quarterly Management Fee"). The
Scheduled Amount was $65.5 million for the calendar year 1993 and increases
by $6.0 million for each year thereafter. The Maximum Amount is $90.197
million for the calendar year 1994, $95.758 million for the calendar year
1995, $98.101 million for the calendar year 1996, $100.504 million for the
calendar year 1997, $102.964 million for the calendar year 1998 and $105.488
million for the calendar year 1999. The Management Agreements provide that
upon receipt by Silgan of a notice from Bankers Trust that certain events of
default under the Silgan Credit Agreement have occurred, the Quarterly
Management Fee shall continue to accrue, but shall not be paid to S&H until
the fulfillment of certain conditions, as set forth in the Management
Agreements.

The Management Agreements continue in effect until the earliest of: (i)
the completion of an IPO (as defined in Description of Holdings Common Stock-
- -Description of the Holdings Organization Agreement); (ii) June 30, 1999;
(iii) at the option of each of the respective companies, the failure or
refusal of S&H to perform its obligations under the Management Agreements, if
such failure continues unremedied for more than 60 days after written notice
of its existence shall have been given; (iv) at the option of MSLEF II (a) if
S&H or Holdings is declared insolvent or bankrupt or a voluntary bankruptcy
petition is filed by either of them, (b) upon the occurrence of any of the
following events with respect to S&H or Holdings if not cured, dismissed or
stayed within 45 days: the filing of an involuntary petition in bankruptcy,
the appointment of a trustee or receiver or the institution of a proceeding
seeking a reorganization, arrangement, liquidation or dissolution, (c) if S&H
or Holdings voluntarily seeks a reorganization or arrangement or makes an
assignment for the benefit of creditors or (d) upon the death or permanent
disability of both of Messrs. Silver and Horrigan; and (v) upon the
occurrence of a Change of Control (as defined in the Restated Certificate of

Incorporation of Holdings and as described under "Description of Holdings
Common Stock--General").

In addition to the management fees described above, the Management
Agreements provide for the payment to S&H on the closing date of the IPO of
an amount, if any (the "Additional Amount") equal to the sum of the present
values, calculated for each year or portion thereof, of (i) the amount of the
annual management fee for such year or portion thereof that otherwise would
have been payable to S&H for each such year or portion thereof for the period
beginning as of the time of the IPO and ending on June 30, 1999 (the
"Remaining Term") pursuant to the provisions described in the preceding
paragraph but for the occurrence of the IPO, minus (ii) the amount payable to
S&H for the Remaining Term at the rate of $2.0 million per year. The
Management Agreements further provide that the amounts described in clause
(i) of the first sentence of this paragraph will be calculated based upon
S&H's good faith projections of Holdings EBDIT for each such year (or portion
thereof) during the Remaining Term (the "Estimated Fees"), which projections
shall be made on a basis consistent with S&H's past projections. The
difference between the amount of Estimated Fees for any particular year and
$2 million shall be discounted to present value at the time of the IPO using
a discount rate of eight percent (8%) per annum, compounded annually.

Additionally, the Management Agreements provide that Holdings, Silgan,
Containers, Plastics and their respective subsidiaries shall reimburse S&H,
on a monthly basis, for all out-of-pocket expenses paid by S&H in providing
the Services, including fees and expenses to consultants, subcontractors and
other third parties, in connection with such Services. All fees and expenses
paid to S&H under each of the Management Agreements are credited against
amounts paid to S&H under the other Management Agreements. Under the terms
of the Management Agreements, Holdings, Silgan, Containers and Plastics have
agreed, subject to certain exceptions, to indemnify S&H and its affiliates,
officers, directors, employees, subcontractors, consultants or controlling
persons against any losses, damages, costs and expenses they may sustain
arising in connection with the Management Agreements.

The Management Agreements also provide that S&H may select a consultant,
subcontractor or agent to provide the Services. S&H has retained Morgan
Stanley to render financial advisory services to S&H. In connection with
such retention, S&H has agreed to pay Morgan Stanley a fee equal to 9.1% of
the fees paid to S&H under the Management Agreements.

The Silgan Credit Agreement does not permit the payment of fees under
the Management Agreements above amounts provided for therein.

For the years ended December 31, 1993, 1992 and 1991, pursuant to the
arrangements described above, S&H earned aggregate fees, including
reimbursable expenses and fees payable to Morgan Stanley, of $4.4 million,
$4.2 million and $4.0 million, respectively, from Holdings, Silgan,
Containers, Plastics, SPHI and Silgan PET and during 1993, 1992 and 1991,
Morgan Stanley earned fees of $337,000, $324,000 and $306,000, respectively.

Other

In connection with the 1989 Mergers, subject to the provisions of
Delaware law, Silgan agreed to indemnify each director, officer, employee,
fiduciary and agent of Silgan, Containers, Plastics and its subsidiaries and
their respective affiliates against costs, expenses, judgments, fines,
losses, claims, damages and settlements (except for any settlement effected

without Silgan's written consent) in connection with any claims, actions,
suits, proceedings or investigations arising out of or related to the 1989
Mergers or their financing, including certain liabilities arising under the
federal securities laws.

Simultaneously with the consummation of the 1989 Mergers, a tax
allocation agreement was entered into by Holdings, Silgan, Plastics and
Containers that permits Silgan and its subsidiaries to use the tax benefits
provided by the debt of Holdings and permits funds to be provided to Holdings
from Silgan and its subsidiaries in an amount equal to the federal and state
tax liabilities of Holdings, as the parent of the consolidated group
consisting of Holdings, Silgan and its Subsidiaries. Such tax allocation
agreement has been amended and restated from time to time to include new
members of the consolidated group.

In connection with the Amended and Restated Credit Agreement under the
Refinancing, the lenders thereunder (including Bankers Trust) received
certain fees amounting to $1.4 million. In connection with the Refinancing,
Morgan Stanley received as compensation for its services as underwriter for
the 11-3/4% Notes Offering and Holdings Debentures Offering and as initial
purchaser of the Secured Notes an aggregate of $11.5 million. In connection
with the Silgan Credit Agreement entered into in December 1993, the Banks
(including Bankers Trust) received certain fees amounting to $8.1 million.

G. William Sisley, Secretary of Holdings and Silgan, is a partner in the
law firm of Winthrop, Stimson, Putnam & Roberts. Winthrop, Stimson, Putnam &
Roberts provides legal services to Holdings, Silgan and their subsidiaries.

DESCRIPTION OF THE DEBENTURES

The Debentures were issued under the Indenture, dated as of June 29,
1992, between Holdings and Shawmut Bank, N.A. (formerly The Connecticut
National Bank), as Trustee (the "Trustee"). A copy of the Indenture is filed
as an exhibit to the Registration Statement of which this Prospectus is a
part and is available as described under "Additional Information." The
following summaries of certain provisions of the Indenture do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Indenture, including the definitions
of certain terms therein and those terms made a part thereof by the Trust
Indenture Act of 1939, as amended. Wherever particular Sections or defined
terms of the Indenture not otherwise defined herein are referred to, such
Sections or defined terms are incorporated herein by reference. Capitalized
terms used herein that are not otherwise defined shall have the meanings
assigned to them in the Indenture.

For federal income tax purposes, Holders are required to recognize
interest income in respect of the Debentures in the form of original issue
discount in advance of the receipt of cash payments attributable to interest
income on such Debentures. See "Certain Federal Income Tax Considerations"
for important information concerning the federal income tax considerations
associated with the Debentures.

General

The Debentures are unsecured obligations of Holdings, limited to $275
million aggregate principal amount, and mature on December 15, 2002.
Although for federal income tax purposes a significant amount of original
issue discount, taxable as ordinary income, will be recognized by a Holder as
such discount accrues from the issue date of the Debentures, no interest is
payable on the Debentures prior to December 15, 1996. Interest on the
Debentures will accrue at the rate per annum shown on the front cover of this

Prospectus from June 15, 1996 or from the most recent Interest Payment Date
to which interest has been paid or provided for, payable semiannually (to
Holders of record at the close of business on June 1 or December 1
immediately preceding the Interest Payment Date) on June 15 and December 15
of each year, commencing December 15, 1996. Principal of, premium, if any,
and interest on the Debentures are payable, and the Debentures may be
exchanged or transferred, at the office or agency of Holdings in the Borough
of Manhattan, The City of New York (which shall initially be the office of
Shawmut Trust Company, at 40 Broad Street, New York, New York 10004 );
provided that, at the option of Holdings, payment of interest may be made by
check mailed to the address of the Holders as such address appears in the
Security Register. (Sections 2.01, 2.03 and 2.05)

The Debentures are issuable only in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple of $1,000.
(Section 2.02) No service charge shall be made for any registration of
transfer or exchange of Debentures, but Holdings may require payment of a sum
sufficient to cover any transfer tax or other similar governmental charge
payable in connection therewith. (Section 2.05)

Subordination upon Certain Events

The Debentures are senior indebtedness of Holdings, ranking pari passu
with Holdings' obligations under all other senior indebtedness of Holdings
and senior in right of payment to all existing and future subordinated
indebtedness of Holdings. However, since all of the operations of Holdings
are conducted through its subsidiaries, the liabilities of its subsidiaries
are effectively senior in right of payment to the Debentures. As of December
31, 1993, Silgan and its subsidiaries had approximately $439.3 million of
indebtedness and other liabilities effectively senior to the Debentures. See
"Capitalization."

In the event that the Debentures become obligations of any Successor
Corporation, whether as a result of (i) a Holdings Merger, (ii) the sale of
all or substantially all of the property and assets of Silgan or its
successors to Holdings, and the assumption by Holdings of all or
substantially all of the liabilities of Silgan or its successors or (iii) the
assumption by Silgan or its successors of Indebtedness represented by the
Debentures, all Subordinated Obligations, including the Debentures, will be
subordinated in right of payment to all Senior Indebtedness of such Successor
Corporation existing on the date of such transaction or assumed or incurred
thereafter. As of December 31, 1993, if an event as described in clause (i),
(ii) or (iii) of the preceding sentence had occurred on such date or if
Silgan had assumed the Debentures at such date, there would have been
approximately $327.2 million of Indebtedness that would have constituted
Senior Indebtedness and approximately $439.3 million of Indebtedness and
other liabilities effectively senior to the Debentures. See "Certain Risk
Factors--Holding Company Structure and Subordination Upon Certain Events."
Other than as set forth in this paragraph, the Debentures are not
subordinated by their terms to any other existing or future Indebtedness of
Holdings or its successors.

To the extent any payment of Senior Indebtedness (whether by or on
behalf of the Successor Corporation, as proceeds of security or enforcement
of any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then, if such payment is recovered by, or paid over to, such receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person,
the Senior Indebtedness or part thereof originally intended to be satisfied
shall be deemed to be reinstated and outstanding as if such payment had not
occurred. To the extent the obligation to repay any Senior Indebtedness is

declared to be fraudulent, invalid, or otherwise set aside under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then the obligations so declared fraudulent, invalid or otherwise set aside
(and all other amounts that would come due with respect thereto had such
obligations not been so affected) shall be deemed to be reinstated and
outstanding as Senior Indebtedness for all purposes of the Indenture as if
such declaration, invalidity or setting aside had not occurred. Upon any
payment or distribution of assets or securities of the Successor Corporation
of any kind or character, whether in cash, property or securities, upon any
dissolution or winding up or total or partial liquidation or reorganization
of the Successor Corporation, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all amounts due or
to become due upon all Senior Indebtedness (including any interest accruing
subsequent to an event of bankruptcy, whether or not such interest is an
allowed claim enforceable against the debtor under the United States
Bankruptcy Code) shall first be paid in full, in cash or cash equivalents
before the Holders or the Trustee on behalf of the Holders shall be entitled
to receive any payment by the Successor Corporation on account of
Subordinated Obligations, or any payment to acquire any of the Debentures for
cash, property or securities, or any distribution with respect to the
Debentures of any cash, property or securities. Before any payment may be
made by or on behalf of the Successor Corporation of any Subordinated
Obligations upon any such dissolution, winding up, liquidation or
reorganization, any payment or distribution of assets or securities of the
Successor Corporation of any kind or character, whether in cash, property or
securities, to which the Holders or the Trustee on behalf of the Holders
would be entitled, but for the subordination provisions of the Indenture,
shall be made by the Successor Corporation or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person making such
payment or distribution, or by the Holders or the Trustee if received by them
or it, directly to the holders of the Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders) or their representatives, or to the trustee or trustees under
any indenture pursuant to which any such Senior Indebtedness may have been
issued, as their respective interests appear, to the extent necessary to pay
all such Senior Indebtedness in full, in cash or cash equivalents after
giving effect to any concurrent payment, distribution or provision therefor,
to or for the holders of such Senior Indebtedness.

No direct or indirect payment by or on behalf of the Successor
Corporation of Subordinated Obligations, whether pursuant to the terms of the
Debentures or upon acceleration or otherwise, shall be made if, at the time
of such payment, there exists a default in the payment of all or any portion
of the obligations on any Senior Indebtedness and such default shall not have
been cured or waived or the benefits of this sentence waived by or on behalf
of the holders of such Senior Indebtedness. In addition, during the
continuance of any other event of default with respect to (i) the Silgan
Credit Agreement or the Secured Notes pursuant to which the maturity thereof
may be accelerated and (a) upon receipt by the Trustee of written notice from
the Bank Agent or, if there is no Silgan Credit Agreement in effect, from an
authorized representative of the Requisite Secured Noteholders or (b) if such
event of default under the Silgan Credit Agreement or the Secured Notes
results from the acceleration of the Debentures, from and after the date of
such acceleration, no payment of Subordinated Obligations may be made by or
on behalf of the Successor Corporation upon or in respect of the Debentures
for a period (a "Payment Blockage Period") commencing on the earlier of the
date of receipt of such notice or the date of such acceleration and ending
159 days thereafter (unless such Payment Blockage Period shall be terminated
by written notice to the Trustee from the Bank Agent or, if there is no
Silgan Credit Agreement in effect, from an authorized representative of the
Requisite Secured Noteholders or such event of default has been cured or
waived) or (ii) any other Designated Senior Indebtedness pursuant to which
the maturity thereof may be accelerated, upon receipt by the Trustee of
written notice from the trustee or other representative for the holders of
such other Designated Senior Indebtedness (or the holders of at least
majority in principal amount of such other Designated Senior Indebtedness

then outstanding), no payment of Subordinated Obligations may be made by or
on behalf of the Successor Corporation upon or in respect of the Debentures
for a Payment Blockage Period commencing on the date of receipt of such
notice and ending 119 days thereafter (unless, in each case, such Payment
Blockage Period shall be terminated by written notice to the Trustee from
such trustee or other representatives for such holders). Not more than one
Payment Blockage Period may be commenced with respect to the Debentures
during any period of 360 consecutive days; provided that, subject to the
limitation contained in the next sentence, the commencement of a Payment
Blockage Period by the representatives for, or the holders of, Designated
Senior Indebtedness other than under the Silgan Credit Agreement, the Secured
Notes or under clause (i)(b) of this paragraph shall not bar the commencement
of another Payment Blockage Period by the Bank Agent or, if there is no
Silgan Credit Agreement in effect, by an authorized representative of the
Requisite Secured Noteholders within such period of 360 consecutive days.
Notwithstanding anything in the Indenture to the contrary, there must be 180
consecutive days in any 360-day period in which no Payment Blockage Period is
in effect. No event of default (other than an event of default pursuant to
the financial maintenance covenants under the Silgan Credit Agreement) that
existed or was continuing (it being acknowledged that any subsequent action
that would give rise to an event of default pursuant to any provision under
which an event of default previously existed or was continuing shall
constitute a new event of default for this purpose) on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis for the commencement of a second Payment Blockage Period by
the representative for, or the holders of, such Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such event of default shall have been cured or waived for a period of not
less than 90 consecutive days. (Article Ten)

By reason of the subordination provisions described above, in the event
of liquidation or insolvency, creditors of the Successor Corporation who are
not holders of Senior Indebtedness or of the Debentures may recover less,
ratably, than holders of Senior Indebtedness and may recover more, ratably,
than Holders of the Debentures.

"Successor Corporation" is defined to mean (i) the surviving entity of
any Holdings Merger, (ii) Silgan, upon the assumption by Silgan of the
liabilities of Holdings represented by the Debentures or (iii) any successor
corporation to Silgan that becomes the successor obligor on the Debentures,
whether by merger, consolidation, sale of assets, assumption of liabilities
or otherwise. (Section 1.01)

"Senior Indebtedness" is defined to mean the following obligations of
the Successor Corporation: (i) all Indebtedness and other monetary
obligations of the Successor Corporation under the Silgan Credit Agreement,
the Secured Notes (including the Secured Notes Purchase Agreement), the
11-3/4% Notes (including any agreement pursuant to which the 11-3/4% Notes
are issued), any Interest Rate Agreement or any Currency Agreement, (ii) all
other Indebtedness of the Successor Corporation (other than Indebtedness
evidenced by the Debentures), including principal and interest on such
Indebtedness, unless such Indebtedness, by its terms or by the terms of any
agreement or instrument pursuant to which such Indebtedness is issued, is
pari passu with, or subordinated in right of payment to, the Debentures and
(iii) all fees, expenses and indemnities payable in connection with the
Silgan Credit Agreement, the Secured Notes (including the Secured Notes
Purchase Agreement), the 11-3/4% Notes (including any agreement pursuant to
which the 11-3/4% Notes are issued) and, if applicable, Currency Agreements
and Interest Rate Agreements; provided that the term "Senior Indebtedness"
shall not include (a) any Indebtedness of the Successor Corporation that,
when Incurred and without respect to any election under Section 1111(b) of
the United States Bankruptcy Code, was without recourse to the Successor
Corporation, (b) any Indebtedness of the Successor Corporation to a
Subsidiary of the Successor Corporation or to a joint venture in which the
Successor Corporation has an interest, (c) any Indebtedness of the Successor

Corporation (other than such Indebtedness already described in clause (i)
above) of the type described in clause (ii) above and not permitted by the
"Limitation on Indebtedness" covenant described in "--Covenants" below, (d)
any repurchase, redemption or other obligation in respect of Redeemable
Stock, (e) any Indebtedness to any employee or officer of the Successor
Corporation or any of its Subsidiaries, (f) any liability for federal, state,
local or other taxes owed or owing by the Successor Corporation or (g) any
Trade Payables. "Senior Indebtedness" also includes interest accruing
subsequent to events of bankruptcy of the Successor Corporation and its
Subsidiaries at the rate provided for in the document governing such
Indebtedness, whether or not such interest is an allowed claim enforceable
against the debtor in a bankruptcy case under federal bankruptcy law.
(Section 1.01)

"Designated Senior Indebtedness" is defined to mean (i) Indebtedness
under the Silgan Credit Agreement and the Secured Notes (including the
Secured Notes Purchase Agreement), including refinancings thereof if it is
specifically designated by Holdings, Silgan or the Successor Corporation in
the instrument creating or evidencing such refinancing Indebtedness that such
refinancing Indebtedness constitutes "Designated Senior Indebtedness" and
(ii) any other Indebtedness constituting Senior Indebtedness that, at any
date of determination, has an aggregate principal amount of at least $25
million and is specifically designated by Holdings, Silgan or the Successor
Corporation in the instrument creating or evidencing such Senior Indebtedness
as "Designated Senior Indebtedness." (Section 1.01)

Optional Redemption

The Debentures are redeemable at any time, at Holdings' option, in whole
or in part, upon not less than 30 nor more than 60 days' prior notice mailed
by first class mail to each Holder's last address as it appears in the
Security Register, at a Redemption Price equal to 100% of their principal
amount plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on an Interest Payment Date that is on or prior
to the Redemption Date). (Sections 3.01 and 3.04)

Selection. In the case of any partial redemption, selection of the
Debentures for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which
the Debentures are listed or, if the Debentures are not listed on a national
securities exchange, on a pro rata basis, by lot or by such other method as
the Trustee in its sole discretion shall deem to be fair and appropriate;
provided that no Debenture of $1,000 in original principal amount or less
shall be redeemed in part. If any Debenture is to be redeemed in part only,
the notice of redemption relating to such Debenture shall state the portion
of the principal amount thereof to be redeemed. A new Debenture in principal
amount equal to the unredeemed portion thereof will be issued in the name of
the Holder thereof upon cancellation of the original Debenture. (Sections
3.03 and 3.04)

The Holdings Guaranty (as defined in "Description of Certain Silgan
Indebtedness--Description of the Silgan Credit Agreement") contains a
covenant prohibiting the optional redemption of the Debentures. See
"Description of Certain Silgan Indebtedness--Description of the Silgan Credit
Agreement."

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the
covenants and other provisions of the Indenture. Reference is made to the
Indenture for the full definitions of all such terms as well as any other
capitalized terms used herein for which no definition is provided. (Section
1.01)

"Accreted Value" is defined to mean an amount in respect of each
outstanding Debenture equal to the sum of (i) the issue price of such
Debenture as determined in accordance with Section 1273 of the Internal
Revenue Code plus (ii) the aggregate of the portions of the original issue
discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of such Debenture within the meaning of Section
1273(a)(2) of the Internal Revenue Code or any successor provision, whether
denominated as principal or interest, over the issue price of such Debenture)
that shall theretofore have accrued pursuant to Section 1272 of the Internal
Revenue Code (without regard to Section 1272(a)(7) of the Internal Revenue
Code) from the date of issue of such Debenture (a) for each six month or
shorter period ending June 15 or December 15 prior to the date of
determination and (b) for the shorter period, if any, from the end of the
immediately preceding six month period, as the case may be, to the date of
determination plus (iii) accrued interest to the date such Accreted Value is
paid (without duplication of any amount set forth in (ii) above), minus all
amounts theretofore paid in respect of such Debenture, which amounts are
considered as part of the "stated redemption price at maturity" of such
Debenture within the meaning of Section 1273(a)(2) of the Internal Revenue
Code or any successor provision (whether such amounts paid were denominated
principal or interest).

"Adjusted Consolidated Net Income" is defined to mean, for any period,
the aggregate net income (or loss) of any Person and its consolidated
Subsidiaries for such period determined in conformity with GAAP; provided
that the following items shall be excluded in computing Adjusted Consolidated
Net Income (without duplication): (i) the net income (or loss) of such Person
(other than a Subsidiary of such Person) in which any other Person (other
than such Person or any of its Subsidiaries) has a joint interest, except to
the extent of the amount of dividends or other distributions actually paid to
such Person or any of its Subsidiaries by such other Person during such
period; (ii) solely for the purposes of calculating the amount of Restricted
Payments that may be made pursuant to clause (C) of the first paragraph of
the "Limitation on Restricted Payments" covenant described in "--Covenants"
below (and in such case, except to the extent includible pursuant to clause
(i) above), the net income (or loss) of such Person accrued prior to the date
it becomes a Subsidiary of any other Person or is merged into or consolidated
with such other Person or any of its Subsidiaries or all or substantially all
of the property and assets of such Person are acquired by such other Person
or any of its Subsidiaries; (iii) the net income (or loss) of any Subsidiary
of any Person to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary of such net income is not at the
time permitted by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Subsidiary; (iv) any gains or losses (on an after-tax
basis) attributable to Asset Sales; (v) any amounts paid or accrued as
dividends on Preferred Stock of such Person or Preferred Stock of any
Subsidiary of such Person; (vi) any amounts reducing Adjusted Consolidated
Net Income resulting from payments made to holders of stock options or stock
appreciation rights resulting from the 1989 Mergers; and (vii) all
extraordinary gains and extraordinary losses; provided that, solely for the
purposes of calculating the Interest Coverage Ratio (and in such case, except
to the extent includible pursuant to clause (i) above), "Adjusted
Consolidated Net Income" of Holdings shall include the amount of all cash
dividends received by Holdings or any Subsidiary of Holdings from an
Unrestricted Subsidiary.

"Affiliate" is defined to mean, as applied to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as applied
to any Person, is defined to mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract
or otherwise. For purposes of this definition, neither the Bank Agent nor

any Bank nor any affiliate of any of them shall be deemed to be an Affiliate
of Holdings or any Subsidiary of Holdings.

"Asset Acquisition" is defined to mean (i) an investment by Holdings or
any of its Subsidiaries in any other Person pursuant to which such Person
shall become a Subsidiary of Holdings or any of its Subsidiaries or shall be
merged into or consolidated with Holdings or any of its Subsidiaries or (ii)
an acquisition by Holdings or any of its Subsidiaries of the property and
assets of any Person other than Holdings or any of its Subsidiaries that
constitute substantially all of an operating unit or business of such Person.

"Asset Disposition" is defined to mean the sale or other disposition by
Holdings or any of its Subsidiaries (other than to Holdings or another
Subsidiary of Holdings) of (i) all or substantially all of the Capital Stock
of any Subsidiary of Holdings or (ii) all or substantially all of the
property and assets that constitute an operating unit or business of Holdings
or any of its Subsidiaries.

"Asset Sale" is defined to mean, with respect to any Person, any sale,
transfer or other disposition (including by way of merger, consolidation or
sale-leaseback transaction) in one transaction or a series of related
transactions by such Person or any of its Subsidiaries to any Person other
than Holdings or any of its Subsidiaries of (i) all or any of the Capital
Stock of any Subsidiary of such Person, (ii) all or substantially all of the
property and assets of an operating unit or business of such Person or any of
its Subsidiaries or (iii) any other property and assets of such Person or any
of its Subsidiaries outside the ordinary course of business of such Person or
such Subsidiary and, in each case, that is not governed by the provisions in
the Indenture applicable to mergers, consolidations and transfers of all or
substantially all of the property and assets of Holdings; provided that sales
or other dispositions of inventory, receivables and other current assets
shall not be included within the meaning of such term.

"Average Life" is defined to mean, at any date of determination with
respect to any debt security, the quotient obtained by dividing (i) the sum
of the product of (a) the number of years from such date of determination to
the dates of each successive scheduled principal payment of such debt
security and (b) the amount of such principal payment by (ii) the sum of all
such principal payments.

"Bank Agent" is defined to mean Bankers Trust Company, as agent for the
Banks pursuant to the Silgan Credit Agreement, and any successor or
successors thereto.

"Banks" is defined to mean the lenders who are from time to time parties
to the Silgan Credit Agreement.

"Board of Directors" is defined to mean the Board of Directors of
Holdings or any committee of such Board of Directors duly authorized to act
under the Indenture.

"Business Day" is defined to mean any day except a Saturday, Sunday or
other day on which commercial banks in The City of New York, or in the city
of the Corporate Trust Office of the Trustee, are authorized by law to close.

"Capital Stock" is defined to mean, with respect to any Person, any and
all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of capital stock of such Person
which is outstanding or issued on or after the date of the Indenture,
including, without limitation, all Common Stock and Preferred Stock.

"Capitalized Lease" is defined to mean, as applied to any Person, any
lease of any property (whether real, personal or mixed) of which the
discounted present value of the rental obligations of such Person as lessee,
in conformity with GAAP, is required to be capitalized on the balance sheet

of such Person; and "Capitalized Lease Obligation" is defined to mean the
rental obligations, as aforesaid, under such lease.

"Change of Control" is defined to mean such time as (i) (a) a "person"
or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
Act), other than MSLEF II, Mr. Silver, Mr. Horrigan and their respective
Affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) of more than 35% of the total voting power of the then
outstanding Voting Stock of Holdings and (b) MSLEF II, Mr. Horrigan, Mr.
Silver and their respective Affiliates beneficially own, directly or
indirectly, less than 25% of the total voting power of the then outstanding
Voting Stock of Holdings; (ii) individuals who at the beginning of any period
of two consecutive calendar years constituted the Board of Directors
(together with any new directors whose election by the Board of Directors or
whose nomination for election by Holdings' shareholders was approved by a
vote of at least two-thirds of the members of the Board of Directors then
still in office who either were members of the Board of Directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
members of the Board of Directors then in office; (iii) (a) Holdings merges
into or consolidates with any other Person or sells, conveys, transfers,
leases or otherwise disposes of, all or substantially all of its property and
assets to any Person or (b) any Person merges into Holdings, in either case
pursuant to a transaction in which any Voting Stock of Holdings outstanding
immediately prior to the effectiveness thereof is reclassified or changes
into or is exchanged for cash, securities or other property; provided that
any merger, consolidation, sale, transfer, lease or other disposition (1)
between Holdings and Silgan, (2) between Holdings and any of its Subsidiaries
or between Subsidiaries (including, without limitation, the reincorporation
of Holdings in another jurisdiction) or (3) for the purpose of creating a
public holding company for Holdings in which all holders of the Capital Stock
of Holdings would be entitled to receive (other than cash in lieu of
fractional shares) solely Capital Stock of the holding company in amounts
proportionate to their holdings of Capital Stock of Holdings immediately
prior to such transaction, shall be excluded from the operation of this
clause (iii); or (iv) Holdings shall not beneficially own, directly or
indirectly, at least a majority of the issued and outstanding Voting Stock of
Silgan other than as a result of a Holdings Merger.

"Closing Date" is defined to mean the date on which the Debentures are
originally issued under the Indenture.

"Common Stock" is defined to mean, with respect to any Person, any and
all shares, interests, participations and other equivalents (however
designated, whether voting or non-voting) of common stock of such Person
which is outstanding or issued on or after the date of the Indenture,
including, without limitation, all series and classes of such common stock.

"Consolidated EBITDA" is defined to mean, with respect to any Person for
any period, the sum of the amounts for such period of (i) Adjusted
Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) income
taxes (other than income taxes (either positive or negative) attributable to
extraordinary and non-recurring gains or losses or sales of assets), (iv)
depreciation expense, (v) amortization expense and (vi) all other noncash
items reducing Adjusted Consolidated Net Income, less all noncash items
increasing Adjusted Consolidated Net Income, all as determined on a
consolidated basis for such Person and its Subsidiaries in conformity with
GAAP; provided that, if a Person has any Subsidiary that is not a Wholly
Owned Subsidiary of such Person, Consolidated EBITDA of such Person shall be
reduced by an amount equal to (a) the Adjusted Consolidated Net Income of
such Subsidiary multiplied by (b) the quotient of (1) the number of shares of
outstanding Common Stock of such Subsidiary not owned on the last day of such
period by such Person or any Subsidiary of such Person divided by (2) the
total number of shares of outstanding Common Stock of such Subsidiary on the

last day of such period.

"Consolidated Interest Expense" is defined to mean, with respect to any
Person for any period, the aggregate amount of interest in respect of
Indebtedness (including amortization of original issue discount on any
Indebtedness and the interest portion of any deferred payment obligation,
calculated in accordance with the effective interest method of accounting;
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing; and the net costs
associated with Interest Rate Agreements) and all but the principal component
of rentals in respect of Capitalized Lease Obligations paid, accrued or
scheduled to be paid or accrued by such Person during such period; excluding,
however, (i) any amount of such interest of any Subsidiary of such Person if
the net income (or loss) of such Subsidiary is excluded in the calculation of
Adjusted Consolidated Net Income for such Person pursuant to clause (iii) of
the definition thereof (but only in the same proportion as the net income (or
loss) of such Subsidiary is excluded from the calculation of Adjusted
Consolidated Net Income for such Person pursuant to clause (iii) of the
definition thereof), (ii) any premiums, fees and expenses (and any
amortization thereof) payable in connection with the 1989 Mergers and the
Refinancing and (iii) amortization of any other deferred financing costs, all
as determined on a consolidated basis in conformity with GAAP.

"Consolidated Net Tangible Assets" is defined to mean the total amount
of assets of Holdings and its Subsidiaries (less applicable depreciation,
amortization and other valuation reserves), except to the extent resulting
from write-ups of capital assets (excluding write-ups in connection with
accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of Holdings and its consolidated
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other
like intangibles, all as set forth on the most recently available
consolidated balance sheet of Holdings and its consolidated Subsidiaries
prepared in conformity with GAAP.

"Consolidated Net Worth" is defined to mean, at any date of
determination, stockholders' equity as set forth on the most recently
available consolidated balance sheet of Holdings and its consolidated
Subsidiaries (which shall be as of a date not more than 60 days prior to the
date of such computation), less any amounts attributable to Redeemable Stock
or any equity security convertible into or exchangeable for Indebtedness, the
cost of treasury stock and the principal amount of any promissory notes
receivable from the sale of Capital Stock of Holdings or any of its
Subsidiaries, each item to be determined in conformity with GAAP (excluding
the effects of foreign currency exchange adjustments under Financial
Accounting Standards Board Statement of Financial Accounting Standards No.
52).

"Currency Agreement" is defined to mean any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect Holdings or any of its Subsidiaries against fluctuations in currency
values to or under which Holdings or any of its Subsidiaries is a party or a
beneficiary on the date of the Indenture or becomes a party or a beneficiary
thereafter.

"GAAP" is defined to mean generally accepted accounting principles in
the United States of America as in effect as of the date of the Indenture
applied on a basis consistent with the principles, methods, procedures and
practices employed in the preparation of Holdings' audited financial
statements, including, without limitation, those set forth in the opinions
and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or in such other statements by
such other entity as approved by a significant segment of the accounting
profession. All ratios and computations based on GAAP contained in the
Indenture shall be computed in conformity with GAAP, except that calculations

made for purposes of determining compliance with the terms of the covenants
described below and other provisions of the Indenture shall be made without
giving effect to (i) the amortization of any expenses incurred in connection
with the 1989 Mergers or the Refinancing, (ii) except as otherwise provided,
the amortization of any amounts required or permitted by Accounting
Principles Board Opinion Nos. 16 and 17 and (iii) any charges associated
with the adoption of Financial Accounting Standard Nos. 106 and 109.

"Guarantee" is defined to mean any obligation, contingent or otherwise,
of any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation of such other
Person (whether arising by virtue of partnership arrangements, or by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or
(ii) entered into for purposes of assuring in any other manner the obligee of
such Indebtedness or other obligation of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part); provided
that the term "Guarantee" shall not include endorsements for collection or
deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

"Holder" is defined to mean the registered holder of any Debenture.

"Holdings Merger" is defined to mean the merger or consolidation of
Holdings and Silgan or either of their successors.

"Incur" is defined to mean, with respect to any Indebtedness, to incur,
create, issue, assume, Guarantee or otherwise become liable for or with
respect to, or become responsible for, the payment of, contingently or
otherwise, such Indebtedness; provided that neither the accrual of interest
(whether such interest is payable in cash or kind) nor the accretion of
original issue discount shall be considered an Incurrence of Indebtedness.

"Indebtedness" is defined to mean, with respect to any Person at any
date of determination (without duplication), (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations
of such Person in respect of letters of credit or other similar instruments
(including reimbursement obligations with respect thereto), (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, which purchase price is due more than six months after
the date of placing such property in service or taking delivery and title
thereto or the completion of such services, except Trade Payables, (v) all
obligations of such Person as lessee under Capitalized Leases, (vi) all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided that the
amount of such Indebtedness shall be the lesser of (a) the fair market value
of such asset at such date of determination and (b) the amount of such
Indebtedness, (vii) all Indebtedness of other Persons Guaranteed by such
Person to the extent such Indebtedness is Guaranteed by such Person, (viii)
all obligations of such Person in respect of borrowed money under the Silgan
Credit Agreement, the Secured Notes (including the Secured Notes Purchase
Agreement) and any Guarantees thereof and (ix) to the extent not otherwise
included in this definition, all obligations of such Person under Currency
Agreements and Interest Rate Agreements. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon
the occurrence of the contingency giving rise to the obligation, of any
contingent obligations at such date; provided that the amount outstanding at
any time of any Indebtedness issued with original issue discount is the face
amount of such Indebtedness less the remaining unamortized portion of the
original issue discount of such Indebtedness at such time as determined in
conformity with GAAP.

"Interest Coverage Ratio" is defined to mean, with respect to any Person
on any Transaction Date, the ratio of (i) the aggregate amount of
Consolidated EBITDA of such Person for the four fiscal quarters for which
financial information in respect thereof is available immediately prior to
such Transaction Date to (ii) the aggregate Consolidated Interest Expense of
such Person during such four fiscal quarters. In making the foregoing
calculation, (a) pro forma effect shall be given to (1) any Indebtedness
Incurred subsequent to the end of the four-fiscal-quarter period referred to
in clause (i) and prior to the Transaction Date (other than Indebtedness
Incurred under a revolving credit or similar arrangement to the extent of the
commitment thereunder (or under any predecessor revolving credit or similar
arrangement) on the last day of such period), (2) any Indebtedness Incurred
during such period to the extent such Indebtedness is outstanding at the
Transaction Date and (3) any Indebtedness to be Incurred on the Transaction
Date, in each case as if such Indebtedness had been Incurred on the first day
of such four-fiscal-quarter period and after giving effect to the application
of the proceeds thereof; (b) Consolidated Interest Expense attributable to
interest on any Indebtedness (whether existing or being Incurred) computed on
a pro forma basis and bearing a floating interest rate shall be computed as
if the rate in effect on the date of computation (taking into account any
Interest Rate Agreement applicable to such Indebtedness if such Interest Rate
Agreement has a remaining term in excess of 12 months) had been the
applicable rate for the entire period; (c) there shall be excluded from
Consolidated Interest Expense any Consolidated Interest Expense related to
any amount of Indebtedness that was outstanding during such four-fiscal-
quarter period or thereafter but which is not outstanding or which is to be
repaid on the Transaction Date, except for Consolidated Interest Expense
accrued (as adjusted pursuant to clause (b)) during such four-fiscal-quarter
period under a revolving credit or similar arrangement to the extent of the
commitment thereunder (or under any successor revolving credit or similar
arrangement) on the Transaction Date; (d) pro forma effect shall be given to
Asset Dispositions and Asset Acquisitions that occur during such four-fiscal-
quarter period or thereafter and prior to the Transaction Date (including any
Asset Acquisition to be made with the Indebtedness Incurred pursuant to
clause (i) above) as if they had occurred on the first day of such four-
fiscal-quarter period; (e) with respect to any such four-fiscal-quarter
period commencing prior to the Refinancing, the Refinancing shall be deemed
to have taken place on the first day of such period; and (f) pro forma effect
shall be given to asset dispositions and asset acquisitions that have been
made by any Person that has become a Subsidiary of Holdings or has been
merged with or into Holdings or any Subsidiary of Holdings during the four-
fiscal-quarter period referred to above or subsequent to such period and
prior to the Transaction Date and that would have been Asset Dispositions or
Asset Acquisitions had such transactions occurred when such Person was a
Subsidiary of Holdings as if such asset dispositions or asset acquisitions
were Asset Dispositions or Asset Acquisitions that occurred on the first day
of such period.

"Interest Rate Agreement" is defined to mean any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate hedge agreement or other
similar agreement or arrangement designed to protect Holdings or any of its
Subsidiaries against fluctuations in interest rates to or under which
Holdings or any of its Subsidiaries is a party or a beneficiary on the date
of the Indenture or becomes a party or a beneficiary thereafter.

"Investment" is defined to mean any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of any Person or its
Subsidiaries) or other extension of credit or capital contribution to (by
means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, bonds, notes, debentures or other similar
instruments issued by any other Person. For purposes of the definition of
"Unrestricted Subsidiary" and the "Limitation on Restricted Payments"

covenant described below, (i) "Investment" shall include the fair market
value of the net assets of any Subsidiary of Holdings at the time that such
Subsidiary of Holdings is designated an Unrestricted Subsidiary and shall
exclude the fair market value of the net assets of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Subsidiary of Holdings and (ii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time
of such transfer, in each case as determined by the Board of Directors in
good faith.

"Lien" is defined to mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof, any sale with recourse against the seller or any Affiliate of the
seller, or any agreement to give any security interest).

"Net Cash Proceeds" is defined to mean, with respect to any Asset Sale,
the proceeds of such Asset Sale in the form of cash or cash equivalents,
including payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to the extent such
obligations are financed or sold with recourse to Holdings or any Subsidiary
of Holdings) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of (i) brokerage commissions and
other fees and expenses (including fees and expenses of counsel and
investment bankers) related to such Asset Sale, (ii) provisions for all taxes
(whether or not such taxes will actually be paid or are payable) as a result
of such Asset Sale computed without regard to the consolidated results of
operations of Holdings and its Subsidiaries, taken as a whole, (iii) payments
made to repay Indebtedness or any other obligation outstanding at the time of
such Asset Sale that either (a) is secured by a Lien on the property or
assets sold or (b) is required to be paid as a result of such sale and (iv)
appropriate amounts to be provided by Holdings or any Subsidiary of Holdings
as a reserve against any liabilities associated with such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities
under any indemnification obligations associated with such Asset Sale, all as
determined in conformity with GAAP.

"Person" is defined to mean an individual, a corporation, a partnership,
an association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

"Preferred Stock" is defined to mean, with respect to any Person, any
and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of preferred or preference stock of
such Person which is outstanding or issued on or after the date of the
Indenture, including, without limitation, the Silgan Preferred Stock.

"Redeemable Stock" is defined to mean any class or series of Capital
Stock of any Person that by its terms or otherwise is (i) required to be
redeemed prior to the Stated Maturity of the Debentures, (ii) redeemable at
the option of the holder of such class or series of Capital Stock at any time
prior to the Stated Maturity of the Debentures or (iii) convertible into or
exchangeable for Capital Stock referred to in clause (i) or (ii) above or
Indebtedness having a scheduled maturity prior to the Stated Maturity of the
Debentures; provided that any Capital Stock that would not constitute
Redeemable Stock but for provisions thereof giving holders thereof the right
to require Holdings to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or a "change of control" occurring prior to the
Stated Maturity of the Debentures shall not constitute Redeemable Stock if
the "asset sale" or "change of control" provision applicable to such Capital
Stock is no more favorable to the holders of such Capital Stock than the
provisions contained in the "Limitation on Asset Sales" and "Repurchase of
Debentures upon Change of Control" covenants described in "--Covenants" below
and such Capital Stock specifically provides that Holdings will not

repurchase or redeem any such Capital Stock pursuant to such provisions prior
to Holdings' repurchase of Debentures required to be repurchased by Holdings
under the "Limitation on Asset Sales" and "Repurchase of Debentures upon
Change of Control" covenants described below.

"Requisite Secured Noteholders" is defined to mean a majority in
aggregate principal amount of outstanding Secured Notes.

"Restricted Subsidiary" is defined to mean any Subsidiary of Holdings
other than an Unrestricted Subsidiary.

"Shareholder Subordinated Notes" shall have the same meaning given such
term in the Amended and Restated Credit Agreement (including the exhibits
thereto) as in effect on the date of the Indenture.

"Significant Subsidiary" is defined to mean, at any date of
determination, any Subsidiary of Holdings that, together with its
Subsidiaries, (i) for the most recent fiscal year of Holdings, accounted for
more than 10% of the consolidated revenues of Holdings or (ii) as of the end
of such fiscal year, was the owner of more than 10% of the consolidated
assets of Holdings, all as set forth on the most recently available
consolidated financial statements of Holdings and its consolidated
Subsidiaries for such fiscal year prepared in conformity with GAAP.

"Silgan Credit Agreement" is defined to mean the Credit Agreement dated
as of December 21, 1993, among Silgan, Containers, Plastics, the Banks party
thereto, Bank of America, as Co-Agent, and the Bank Agent, together with the
related documents thereof (including without limitation any Guarantees and
security documents), in each case as such agreements may be amended
(including any amendment and restatement thereof), supplemented, replaced or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing or otherwise restructuring (including, but not
limited to, the inclusion of additional borrowers thereunder that are
Subsidiaries of Silgan whose obligations are Guaranteed by Silgan thereunder
and who are included as additional borrowers thereunder) all or any portion
of the Indebtedness under such agreement or any successor agreement; provided
that, with respect to any agreement providing for the refinancing of
Indebtedness under the Silgan Credit Agreement, such agreement shall only be
the Silgan Credit Agreement under the Indenture if a notice to that effect is
delivered by Holdings or Silgan to the Trustee and there shall be at any time
only one debt instrument that is the Silgan Credit Agreement under the
Indenture.

"Silgan Indebtedness" is defined to mean any Indebtedness of Silgan or
any of its Subsidiaries (including, without limitation, any undrawn
commitments under the Silgan Credit Agreement) that is permitted to be
Incurred under the Silgan Note Indenture.

"Silgan Note Indenture" is defined to mean the indenture, dated as of
June 29, 1992, between Silgan and Shawmut Bank, N.A., as trustee, relating to
the 11-3/4% Notes, as it may be amended or supplemented from time to time by
one or more indentures supplemental thereto entered into pursuant to the
applicable provisions thereof.

"Stated Maturity" is defined to mean, with respect to any debt security
or any installment of interest thereon, the date specified in such debt
security as the fixed date on which any principal of such debt security or
any such installment of interest is due and payable.

"Stock Based Plan" is defined to mean any stock option plan, stock
appreciation rights plan or other similar plan or agreement of Holdings or
any Subsidiary of Holdings relating to Capital Stock of Holdings or any

Subsidiary of Holdings established and in effect from time to time,
including, without limitation, the Holdings Organization Agreement or any
stock option plan, stock appreciation rights plan or other similar plan or
agreement for the benefit of employees of Holdings and its Subsidiaries.

"Subordinated Obligations" is defined to mean any principal of, premium,
if any, or interest on the Debentures payable pursuant to the terms of the
Debentures or upon acceleration, including any amounts received upon the
exercise of rights of rescission or other rights of action (including claims
for damages) or otherwise, to the extent relating to the purchase price of
the Debentures or amounts corresponding to such principal, premium, if any,
or interest on the Debentures.

"Subsidiary" is defined to mean, with respect to any Person, any
corporation, association or other business entity of which more than 50% of
the outstanding Voting Stock is owned, directly or indirectly, by Holdings or
by one or more other Subsidiaries of Holdings, or by such Person and one or
more other Subsidiaries of such Person; provided that, except as the term
"Subsidiary" is used in the definition of "Unrestricted Subsidiary" described
below, an Unrestricted Subsidiary shall not be deemed to be a Subsidiary of
Holdings.

"Trade Payables" is defined to mean, with respect to any Person, any
accounts payable or any other indebtedness or monetary obligation to trade
creditors created, assumed or Guaranteed by such Person or any of its
Subsidiaries arising in the ordinary course of business in connection with
the acquisition of goods or services.

"Transaction Date" is defined to mean, with respect to the Incurrence of
any Indebtedness by Holdings or any of its Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment,
the date such Restricted Payment is to be made.

"Unrestricted Subsidiary" is defined to mean (i) any Subsidiary of
Holdings that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors in the manner provided
below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors may designate any Subsidiary of Holdings (including any newly
acquired or newly formed Subsidiary of Holdings) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, Holdings or any other Subsidiary of Holdings
that is not a Subsidiary of the Subsidiary to be so designated; provided that
either (a) the Subsidiary to be so designated has total assets of $1,000 or
less or (b) if such Subsidiary has assets greater than $1,000, that such
designation would be permitted under the "Limitation on Restricted Payments"
covenant described below. The Board of Directors may designate any
Unrestricted Subsidiary to be a Subsidiary of Holdings; provided that
immediately after giving effect to such designation (1) Holdings could Incur
$1.00 of additional Indebtedness under the first paragraph in part (a) of the
"Limitation on Indebtedness" covenant described in "--Covenants" below and
(2) no Event of Default, or any event that is, or after the giving of notice
or the passage of time or both would be an Event of Default, shall have
occurred and be continuing. Any such designation by the Board of Directors
shall be evidenced to the Trustee by filing promptly with the Trustee a copy
of the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

"Voting Stock" is defined to mean, with respect to any Person, Capital
Stock of any class or kind ordinarily having the power to vote for the
election of directors of such Person.

"Wholly Owned Subsidiary" is defined to mean, (i) with respect to Silgan
and Holdings, Plastics and Containers, and (ii) with respect to any Person,
any Subsidiary of such Person if all of the Common Stock or other similar
equity ownership interests (but not including Preferred Stock) in such

Subsidiary (other than any director's qualifying shares or Investments by
foreign nationals mandated by applicable law) is owned directly or indirectly
by such Person.

Covenants

Limitation on Indebtedness

(a) So long as any of the Debentures are outstanding, Holdings shall
not, and shall not permit any Subsidiary (other than Silgan and its
Subsidiaries) to, Incur any Indebtedness (other than the Debentures and
Indebtedness existing on the Closing Date) unless after giving effect to the
Incurrence of such Indebtedness and the receipt and application of the
proceeds therefrom, the Interest Coverage Ratio of Holdings would be greater
than 1.75:1.

Notwithstanding the foregoing, Holdings and its Subsidiaries (other than
Silgan and its Subsidiaries) may Incur each and all of the following: (i)
Indebtedness in an aggregate principal amount not to exceed $50 million
outstanding at any time; (ii) Indebtedness to Holdings or any Restricted
Subsidiary; (iii) Indebtedness issued in exchange for, or the net proceeds of
which are used to exchange, refinance or refund, outstanding Indebtedness,
other than Indebtedness Incurred under clauses (i) and (viii) and any
refinancings thereof, in an amount (or, if such new Indebtedness provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration thereof, with an original issue price) not to
exceed the amount so exchanged, refinanced or refunded (plus premiums,
accrued interest, fees and expenses); provided that Indebtedness the proceeds
of which are used to exchange, refinance or refund the Debentures or other
Indebtedness that is subordinated in right of payment to the Debentures shall
only be permitted under this clause (iii) if: (A) in case the Debentures are
exchanged, refinanced or refunded in part, such Indebtedness, by its terms or
by the terms of any agreement or instrument pursuant to which such
Indebtedness is issued, is expressly made pari passu with, or subordinate in
right of payment to, the remaining Debentures, (B) in case the Indebtedness
to be exchanged, refinanced or refunded is subordinated in right of payment
to the Debentures, such Indebtedness, by its terms or by the terms of any
agreement or instrument pursuant to which such Indebtedness is issued, is
expressly made subordinate in right of payment to the Debentures at least to
the extent that the Indebtedness to be exchanged, refinanced or refunded is
subordinated in right of payment to the Debentures and (C) in case the
Debentures are exchanged, refinanced or refunded in part or the Indebtedness
to be exchanged, refinanced or refunded is subordinated in right of payment
to the Debentures, such Indebtedness (1) determined as of the date of
Incurrence of such new Indebtedness, does not mature prior to the Stated
Maturity of the Debentures, and the Average Life of such Indebtedness is at
least equal to the remaining Average Life of the Debentures and (2) by its
terms or by the terms of any agreement or instrument pursuant to which such
Indebtedness is issued, is not scheduled to pay interest in cash prior to the
first Interest Payment Date; and provided further that in no event may
Indebtedness of Holdings that is pari passu with, or subordinated in right of
payment to, the Debentures be exchanged, refinanced or refunded by means of
Indebtedness of any Subsidiary of Holdings pursuant to this clause (iii);
(iv) Indebtedness issued in exchange for, or the net proceeds of which are
used to exchange, refinance or refund, Silgan Indebtedness; provided that (A)
the principal amount (or, if such Indebtedness provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration thereof, the original issue price) of such new Indebtedness
shall not exceed the principal amount of Silgan Indebtedness exchanged,
refinanced or refunded (plus premiums, if any, accrued interest, fees and
expenses) and (B) the Average Life of such new Indebtedness, determined as of
the date of Incurrence of such new Indebtedness, is at least equal to the
remaining Average Life of the Debentures; (v) Indebtedness Incurred in
connection with the purchase, redemption, acquisition, cancellation or other
retirement for value of shares of Capital Stock of Holdings, Silgan or any
other Restricted Subsidiary, options on any such shares or related stock

appreciation rights or similar securities held by officers or employees or
former officers or employees (or their estates or beneficiaries under their
estates) and which were issued pursuant to any Stock Based Plan, upon death,
disability, retirement, termination of employment or pursuant to the terms of
such Stock Based Plan or any other agreement under which such shares of
Capital Stock, options, related rights or similar securities were issued;
provided that (A) such Indebtedness (other than any Shareholder Subordinated
Notes, which must be pari passu with, or subordinated in right of payment to,
the Debentures), by its terms or by the terms of any agreement or instrument
pursuant to which such Indebtedness is issued, is expressly made subordinate
in right of payment to the Debentures at least to the extent that the
Debentures are subordinated in right of payment to Senior Indebtedness in the
event of a Holdings Merger, (B) such Indebtedness, by its terms or by the
terms of any agreement or instrument pursuant to which such Indebtedness is
issued, provides that no payments of principal of such Indebtedness by way of
sinking fund, mandatory redemption or otherwise (including defeasance) may be
made by Holdings (including, without limitation, at the option of the holder
thereof other than an option given to a holder pursuant to an "asset sale" or
a "change of control" provision that is no more favorable to the holders of
such Indebtedness than the provisions contained in the "Limitation on Asset
Sales" and "Repurchase of Debentures upon a Change of Control" covenants and
such Indebtedness specifically provides that Holdings will not repurchase or
redeem such Indebtedness pursuant to such provisions prior to Holdings'
repurchase of the Debentures required to be repurchased by Holdings under the
"Limitation on Asset Sales" and "Repurchase of Debentures upon a Change of
Control" covenants) at any time prior to the Stated Maturity of the
Debentures and (C) the scheduled maturity of all principal of such
Indebtedness is beyond the Stated Maturity of the Debentures; (vi) Guarantees
of Indebtedness of Silgan and other Restricted Subsidiaries under the Silgan
Credit Agreement or the Secured Notes; (vii) Indebtedness (A) in respect of
performance bonds, bankers' acceptances and surety or appeal bonds provided
in the ordinary course of business, (B) under Currency Agreements and
Interest Rate Agreements; provided that in the case of Currency Agreements
that relate to other Indebtedness, such Currency Agreements do not increase
the Indebtedness of Holdings outstanding at any time other than as a result
of fluctuations in foreign currency exchange rates or by reason of fees,
indemnities and compensation payable thereunder and (C) arising from
agreements providing for indemnification, adjustment of purchase price or
similar obligations, or from Guarantees or letters of credit, surety bonds or
performance bonds securing any obligations of Holdings or any of its
Subsidiaries pursuant to such agreements, in any case Incurred in connection
with the disposition of any business, assets or Subsidiary of Holdings, other
than Guarantees of Indebtedness Incurred by any Person acquiring all or any
portion of such business, assets or Subsidiary of Holdings for the purpose of
financing such acquisition; and (viii) unsecured Indebtedness of Holdings;
provided that such Indebtedness, (A) by its terms or by the terms of any
agreement or instrument pursuant to which such Indebtedness is issued, is
expressly made subordinate in right of payment to the Debentures at least to
the extent that the Debentures are subordinated in right of payment to Senior
Indebtedness in the event of a Holdings Merger, (B) determined as of the date
of Incurrence of such Indebtedness, does not mature prior to the Stated
Maturity of the Debentures, and the Average Life of such Indebtedness is
greater than the remaining Average Life of the Debentures, (C) by its terms
or by the terms of any agreement or instrument pursuant to which such
Indebtedness is issued, provides that no payments of principal of such
Indebtedness by way of sinking fund, mandatory redemption or otherwise
(including defeasance) may be made by Holdings (including, without
limitation, at the option of the holder thereof other than an option given to
a holder pursuant to an "asset sale" or a "change of control" provision that
is no more favorable to the holders of such Indebtedness than the provisions
contained in the "Limitation on Asset Sales" and "Repurchase of Debentures
upon a Change of Control" covenants and such Indebtedness specifically
provides that Holdings will not repurchase or redeem such Indebtedness
pursuant to such provisions prior to Holdings' repurchase of the Debentures
required to be repurchased by Holdings under the "Limitation on Asset Sales"
and "Repurchase of Debentures upon a Change of Control" covenants) at any

time prior to the Stated Maturity of the Debentures and (D) by its terms or
the terms of any agreement or instrument pursuant to which such Indebtedness
is issued, is not scheduled to pay interest in cash prior to the first
Interest Payment Date.

(b) So long as any of the Debentures are outstanding, Holdings shall not
permit Silgan or any Subsidiary of Silgan to Incur any Indebtedness unless
(i) after giving effect to the Incurrence of such Indebtedness and the
receipt and application of the proceeds therefrom, the Interest Coverage
Ratio of Silgan would be greater than 2.1:1 or (ii) such Indebtedness so
Incurred by Silgan or such Subsidiary of Silgan constitutes Silgan
Indebtedness; provided, however, that any Indebtedness so Incurred pursuant
to clause (i) or (ii) above may not prohibit the payment of dividends to
Holdings in amounts sufficient to make mandatory interest and principal
payments due on the Debentures at the times and in the amount due and
payable, except (A) in the event of a payment default on such Indebtedness or
certain events of bankruptcy of Silgan or such Subsidiary of Silgan or (B) in
the event of a non-payment default on such Indebtedness in respect of which
the maturity of such other Indebtedness may be accelerated, and then until
the earlier of (1) the cure or waiver of such non-payment or (2) a period of
160 days has elapsed, unless such non-payment default has resulted in the
acceleration of such Indebtedness; and provided further, however, that in the
event the Debentures become obligations of a Successor Corporation, nothing
in this part (b) shall prohibit the Successor Corporation from assuming or
otherwise becoming liable for existing Indebtedness of Holdings or its
Subsidiaries.

(c) Notwithstanding any other provision of this "Limitation on
Indebtedness" covenant, (i) the maximum amount of Indebtedness that Holdings,
Silgan or any of their respective Subsidiaries may Incur pursuant to this
"Limitation on Indebtedness" covenant shall not be deemed to be exceeded due
solely to the result of fluctuations in the exchange rates of currencies,
(ii) for purposes of calculating the amount of Indebtedness outstanding at
any time under clause (i) of the second paragraph in part (a) of this
"Limitation on Indebtedness" covenant, no amount of Indebtedness of Holdings,
Silgan or any of their respective Subsidiaries outstanding on the Closing
Date shall be considered to be outstanding and (iii) Holdings shall not Incur
any Indebtedness that is expressly subordinated to any other Indebtedness of
Holdings unless such Indebtedness, by its terms or the terms of any agreement
or instrument pursuant to which such Indebtedness is issued, is also
expressly made subordinate to the Debentures at least to the extent that it
is subordinated to such other Indebtedness.

(d) For purposes of determining any particular amount of Indebtedness
under this "Limitation on Indebtedness" covenant, Guarantees of, or
obligations with respect to letters of credit supporting, Indebtedness
otherwise included in the determination of such particular amount shall not
be included. For purposes of determining compliance with this "Limitation on
Indebtedness" covenant, (i) in the event that an item of Indebtedness meets
the criteria of more than one of the types of Indebtedness described in the
above clauses, Holdings, in its sole discretion, shall classify such item of
Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses and (ii) the amount of Indebtedness
issued at a price that is less than the principal amount thereof shall be
equal to the amount of the liability in respect thereof determined in
conformity with GAAP.

(e) Notwithstanding any of the foregoing, nothing in this "Limitation on
Indebtedness" covenant shall prohibit the occurrence of (i) a Holdings
Merger, (ii) the sale of all or substantially all of the property and assets
of Silgan or its successors to Holdings, and the assumption by Holdings of
all or substantially all of the liabilities of Silgan or its successors or
(iii) the assumption by Silgan or its successors of Indebtedness represented
by the Debentures. Immediately upon the occurrence of an event specified in
clause (i), (ii) or (iii) in this part (e), parts (a) and (c) (other than
clause (i)) of this "Limitation on Indebtedness" covenant shall be of no

further force and effect, all references to Silgan in part (b) of this
"Limitation on Indebtedness" covenant shall refer to the Successor
Corporation and the Interest Coverage Ratio of the Successor Corporation
required by clause (i) in part (b) of this "Limitation on Indebtedness"
covenant shall be 1.75:1. (Section 4.03)

The Holdings Guaranty prohibits Holdings from Incurring Indebtedness
(other than a Guarantee under the Silgan Credit Agreement or the Shareholder
Subordinated Notes) other than the Debentures.

Limitation on Restricted Payments

So long as any of the Debentures are outstanding, Holdings will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, (i)
declare or pay any dividend or make any distribution on its Capital Stock
(other than dividends or distributions payable solely in shares of its or
such Restricted Subsidiary's Capital Stock (other than Redeemable Stock) of
the same class held by such holders or in options, warrants or other rights
to acquire such shares of Capital Stock) held by Persons other than Holdings
or another Restricted Subsidiary, (ii) purchase, redeem, retire or otherwise
acquire for value, any shares of Capital Stock of Holdings, any Restricted
Subsidiary or any Unrestricted Subsidiary (including options, warrants or
other rights to acquire such shares of Capital Stock) held by Persons other
than Holdings or another Restricted Subsidiary, (iii) make any voluntary or
optional principal payment, or voluntary or optional redemption, repurchase,
defeasance or other acquisition or retirement for value, of Indebtedness of
Holdings that is subordinated in right of payment to the Debentures or (iv)
make any Investment in any Affiliate (other than Holdings or a Restricted
Subsidiary) or Unrestricted Subsidiary (such payments or any other actions
described in clauses (i) through (iv) being collectively "Restricted
Payments") if at the time of and after giving effect to the proposed
Restricted Payment: (A) an Event of Default or event that, after the giving
of notice or lapse of time or both would become an Event of Default, shall
have occurred and be continuing, (B) Holdings could not Incur at least $1.00
of Indebtedness under the first paragraph in part (a) of the "Limitation on
Indebtedness" covenant or (C) the aggregate amount expended for all
Restricted Payments (the amount so expended, if other than in cash, to be
determined in good faith by the Board of Directors, whose determination shall
be conclusive and evidenced by a Board Resolution) after the date of the
Indenture (other than any Restricted Payments described in clauses (ii),
(iii) and (iv) of the second paragraph of this "Limitation on Restricted
Payments" covenant) shall exceed the sum of (1) 50% of the aggregate amount
of Adjusted Consolidated Net Income (or, if Adjusted Consolidated Net Income
is a loss, minus 100% of such amount) of Holdings (determined by excluding
income resulting from the transfers of assets received by Holdings or a
Restricted Subsidiary from an Unrestricted Subsidiary) accrued on a
cumulative basis during the period (taken as one accounting period) beginning
on the first day of the month immediately following the Closing Date and
ending on the last day of the last fiscal quarter preceding the Transaction
Date plus (2) the aggregate net proceeds (including the fair market value of
noncash proceeds, as determined in good faith by the Board of Directors)
received by Holdings from the issuance and sale permitted by the Indenture of
its Capital Stock to any Person other than a Subsidiary of Holdings (not
including Redeemable Stock), including an issuance or sale permitted by the
Indenture for cash or other property upon the conversion of any Indebtedness
of Holdings subsequent to the Closing Date, or from the issuance of any
options, warrants or other rights to acquire Capital Stock of Holdings (in
each case, exclusive of any Redeemable Stock or any options, warrants or
other rights that are redeemable at the option of the holder, or are required
to be redeemed, prior to the Stated Maturity of the Debentures) plus (3) an
amount equal to the net reduction in Investments in Unrestricted Subsidiaries
resulting from payments of interest on Indebtedness, dividends, repayments of
loans or advances, or other transfers of assets, in each case to Holdings or
any Restricted Subsidiary from Unrestricted Subsidiaries, or from
redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries
(valued in each case as provided in the definition of "Investments"), not to

exceed in the case of any Unrestricted Subsidiary the amount of Investments
previously made by Holdings or any Restricted Subsidiary in such Unrestricted
Subsidiary plus (4) $13 million.

The foregoing provision shall not be violated by reason of: (i) the
payment of any dividend within 60 days after the date of declaration thereof
if, at the date of declaration, such payment would comply with the foregoing
provision; (ii) (A) the declaration and payment in cash of stated dividends
on the Silgan Preferred Stock and the Containers Mirror Preferred Stock and
Plastics Mirror Preferred Stock (each as defined in the Amended and Restated
Credit Agreement) and (B) the redemption, repurchase or other acquisition for
value of the Silgan Preferred Stock, Containers Mirror Preferred Stock and
Plastics Mirror Preferred Stock, in each case in connection with the
Refinancing; (iii) the making of Investments in an Unrestricted Subsidiary in
an aggregate amount not to exceed $10 million outstanding at any time;
provided that the aggregate amount of Investments in all of the Unrestricted
Subsidiaries does not exceed $30 million outstanding at any time; (iv) the
redemption, repurchase, defeasance or other acquisition or retirement for
value of Indebtedness that is subordinated in right of payment to the
Debentures, including premium, if any, and accrued and unpaid interest, with
the proceeds of Indebtedness Incurred under clauses (iv) or (ix) of the
second paragraph in part (a) of the "Limitation on Indebtedness" covenant;
(v) the declaration and payment of dividends on the Common Stock of Holdings
or Silgan, following an initial public offering of the Common Stock of
Holdings or Silgan, as the case may be, of up to 6% per annum of the net
proceeds received by Holdings or Silgan, as the case may be, in such initial
public offering; (vi) the purchase, redemption, acquisition, cancellation or
other retirement for value of shares of Capital Stock of Holdings, Silgan or
any other Restricted Subsidiary, options on any such shares or related stock
appreciation rights or similar securities held by officers or employees or
former officers or employees (or their estates or beneficiaries under their
estates) and which were issued pursuant to any Stock Based Plan, upon death,
disability, retirement, termination of employment or pursuant to the terms of
such Stock Based Plan or any other agreement under which such shares of
Capital Stock, options, related rights or similar securities were issued;
provided that the aggregate cash consideration paid for such purchase,
redemption, acquisition, cancellation or other retirement for value of such
shares of Capital Stock, options, related rights or similar securities after
the date of the Indenture does not exceed $13 million and that any additional
consideration in excess of such $13 million is in the form of Indebtedness
that would be permitted to be Incurred under clause (vi) of the second
paragraph in part (a) of the "Limitation on Indebtedness" covenant; (vii) the
repurchase of Common Stock of Holdings or Silgan followed immediately by the
reissuance thereof for consideration in an amount at least equal to the
consideration paid to acquire such stock, or the redemption, repurchase or
other acquisition for value of Capital Stock of Holdings or any Subsidiary of
Holdings in exchange for, or with the proceeds of a substantially concurrent
offering of, other shares of the Capital Stock of such entity (other than
Redeemable Stock); (viii) the acquisition of Indebtedness of Holdings that is
subordinated in right of payment to the Debentures in exchange for, or out of
the proceeds of a substantially concurrent issuance of, shares of the Capital
Stock of Holdings or Silgan (other than Redeemable Stock); and (ix) payments
or distributions pursuant to or in connection with a consolidation, merger or
transfer of assets that complies with the provisions of the Indenture
applicable to mergers, consolidations and transfers of all or substantially
all of the property and assets of Holdings; provided that, in the case of
clauses (iii), (v), (vi) and (ix), no Event of Default, or event or condition
that after the giving of notice or lapse of time or both would become an
Event of Default, shall have occurred and be continuing or shall occur as a
consequence thereof. (Section 4.04)

Limitation on Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries

So long as any of the Debentures are outstanding, Holdings will not, and
will not permit any Restricted Subsidiary to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any Restricted Subsidiary to (i) pay dividends
or make any other distributions permitted by applicable law on any Capital
Stock of such Restricted Subsidiary owned by Holdings or any other Restricted
Subsidiary, (ii) pay any Indebtedness owed to Holdings or any other
Restricted Subsidiary, (iii) make loans or advances to Holdings or any other
Restricted Subsidiary or (iv) transfer, subject to certain exceptions, any of
its property or assets to Holdings or any other Restricted Subsidiary.

This covenant shall not restrict or prohibit any encumbrances or
restrictions existing: (i) in the Silgan Credit Agreement, the Secured Notes
(including the Secured Notes Purchase Agreement), the 11-3/4% Notes
(including any agreement pursuant to which the 11-3/4% Notes were issued),
the Holdings Reset Debentures (including any agreement pursuant to which the
Holdings Reset Debentures were issued), the Debentures (including any
agreement pursuant to which the Debentures were issued) or any other
agreements in effect on the Closing Date, including extensions, refinancings,
renewals or replacements thereof; provided that the encumbrances and
restrictions in any such extensions, refinancings, renewals or replacements
are no less favorable in any material respect to the Holders than those
encumbrances or restrictions that are then in effect and that are being
extended, refinanced, renewed or replaced; (ii) under or by reason of
applicable law, rule or regulation (including, without limitation, applicable
currency control laws and applicable state corporate statutes restricting the
payment of dividends in certain circumstances); (iii) with respect to any
Person or the property or assets of such Person acquired by Holdings or any
Restricted Subsidiary and existing at the time of such acquisition, which
encumbrances or restrictions are not applicable to any Person or the property
or assets of any Person other than such Person or the property or assets of
such Person so acquired; (iv) in the case of clause (iv) of the first
paragraph of this "Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries" covenant, (A) that restrict in a customary
manner the subletting, assignment or transfer of any property or asset that
is a lease, license, conveyance or contract or similar property or asset, (B)
by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of Holdings or any Restricted
Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed
to in the ordinary course of business and that do not, individually or in the
aggregate, detract from the value of the property or assets of Holdings or
any Restricted Subsidiary in any manner material to Holdings or such
Restricted Subsidiary; or (v) with respect to any Restricted Subsidiary and
imposed pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock of, or property
and assets of, such Restricted Subsidiary. Nothing contained in this
"Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries" covenant shall prevent Holdings or any Restricted Subsidiary
from (1) entering into any agreement permitting the incurrence of Liens
otherwise permitted under the Indenture or (2) restricting the sale or other
disposition of property or assets of Holdings or any of its Subsidiaries that
secure Indebtedness of Holdings or any of its Subsidiaries. (Section 4.05)

Limitation on Transactions with Shareholders and Affiliates

So long as any of the Debentures are outstanding, Holdings will not, and
will not permit any Subsidiary of Holdings to, directly or indirectly, enter
into, renew or extend any transaction (including, without limitation, the
purchase, sale, lease or exchange of property or assets, or the rendering of
any service) with any holder (or any Affiliate of such holder) of 5% or more
of any class of Capital Stock of Holdings (other than the Bank Agent or any
of its Affiliates) or any Subsidiary of Holdings or with any Affiliate of
Holdings or any Subsidiary of Holdings, except upon fair and reasonable terms
no less favorable to Holdings or such Subsidiary of Holdings than could be
obtained in a comparable arm's-length transaction with a Person that is not
such a holder or an Affiliate.

The foregoing limitation does not limit, and shall not apply to: (i) any
transaction between Holdings and any Subsidiary of Holdings or between
Subsidiaries of Holdings; (ii) transactions (A) for which Holdings or any
Subsidiary of Holdings delivers to the Trustee a written opinion of a
nationally recognized investment banking firm stating that the transaction is
fair to Holdings or such Subsidiary of Holdings from a financial point of
view or (B) approved by a majority of the disinterested members of the Board
of Directors; (iii) the payment of fees pursuant to the Management Agreements
or pursuant to any similar management contracts entered into by Holdings or
any Subsidiary of Holdings; (iv) the payment of reasonable and customary
regular fees to directors of Holdings or any Subsidiary of Holdings who are
not employees of Holdings or such Subsidiary of Holdings; (v) any payments or
other transactions pursuant to any tax-sharing agreement between Holdings and
Silgan or any other Person with which Holdings is required or permitted to
file a consolidated tax return or with which Holdings is or could be part of
a consolidated group for tax purposes; (vi) any Restricted Payments not
prohibited by the "Limitation on Restricted Payments" covenant; (vii) the
payment of fees to Morgan Stanley, S&H or their respective Affiliates for
financial, advisory, consulting or investment banking services that the Board
of Directors deems to be advisable or appropriate for Holdings or any
Subsidiary of Holdings to obtain (including the payment to Morgan Stanley of
any underwriting discounts or commissions or placement agency fees) in
connection with the issuance and sale of any securities by Holdings or any
Subsidiary of Holdings; or (viii) any transaction contemplated by any of the
Stock Based Plans.

Notwithstanding any of the foregoing, nothing in this "Limitation on
Transactions with Shareholders and Affiliates" covenant shall prohibit the
occurrence of (i) a Holdings Merger, (ii) the sale of all or substantially
all of the property and assets of Silgan or its successors to Holdings, and
the assumption by Holdings of all or substantially all of the liabilities of
Silgan or its successors or (iii) the assumption by Silgan or its successors
of Indebtedness represented by the Debentures. Immediately upon the
occurrence of an event specified in clause (i), (ii) or (iii) of the
preceding sentence, all references to Holdings in this "Limitation on
Transactions with Shareholders and Affiliates" covenant shall refer to the
Successor Corporation. (Section 4.06)

Limitation on the Issuance of Capital Stock of Restricted Subsidiaries

So long as any of the Debentures are outstanding, Holdings will not
permit any Restricted Subsidiary to, directly or indirectly, issue or sell
any shares of its Capital Stock (including options, warrants or other rights
to purchase shares of such Capital Stock) except (i) to Holdings or another
Restricted Subsidiary that is a Wholly Owned Subsidiary of Holdings, (ii)
pursuant to options on such Capital Stock granted to officers and directors
of such Restricted Subsidiary, (iii) if, immediately after giving effect to
such issuance or sale, such Restricted Subsidiary would no longer constitute
a Restricted Subsidiary or (iv) in connection with an initial public offering
of the Common Stock of such Restricted Subsidiary; provided that, within 12
months after the date the Net Cash Proceeds of such initial public offering
are received by such Restricted Subsidiary, such Restricted Subsidiary shall
(A) apply an amount equal to such Net Cash Proceeds to repay unsubordinated
Indebtedness of Holdings or Indebtedness of such Restricted Subsidiary, in
each case owing to a Person other than Holdings or any of its Subsidiaries,
(B) apply an amount equal to such Net Cash Proceeds to the repurchase of
Indebtedness pursuant to mandatory repurchase or repayment provisions
applicable to such Indebtedness or (C) invest an equal amount, or the amount
not so applied pursuant to subclause (A) (or enter into a definitive
agreement committing to so invest within 12 months of the date of such
agreement), in property or assets that (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and evidenced by
a Board Resolution) are of a nature or type or are used in a business (or in
a company having property and assets of a nature or type, or engaged in a
business) similar or related to the nature or type of the property and assets
of, or the business of, any Restricted Subsidiary and its Subsidiaries

existing on the date thereof.

Notwithstanding any of the foregoing, nothing in this "Limitation on the
Issuance of Capital Stock of Restricted Subsidiaries" covenant shall prohibit
the occurrence of (i) a Holdings Merger, (ii) the sale of all or
substantially all of the property and assets of Silgan or its successors to
Holdings, and the assumption by Holdings of all or substantially all of the
liabilities of Silgan or its successors or (iii) the assumption by Silgan or
its successors of Indebtedness represented by the Debentures. Immediately
upon the occurrence of an event specified in clause (i), (ii) or (iii) of the
preceding sentence, all references to Holdings in this "Limitation on the
Issuance of Capital Stock of Restricted Subsidiaries" covenant shall refer to
the Successor Corporation. (Section 4.07)

Repurchase of Debentures upon Change of Control

(a) In the event of a Change in Control, each Holder shall have the
right to require the repurchase of its Debentures by Holdings in cash
pursuant to the offer described below (the "Change of Control Offer") at a
purchase price equal to 101% of the Accreted Value, plus accrued interest (if
any) to the date of purchase (the "Change of Control Payment"). Prior to the
mailing of the notice to Holders provided for in the succeeding paragraph,
but in any event within 30 days following any Change of Control, Holdings
covenants to, or to cause Silgan to, (i) repay in full all Indebtedness under
the Silgan Credit Agreement, the Secured Notes, the 11-3/4% Notes and, upon
the occurrence of an event specified in clause (i), (ii) or (iii) of
paragraph (e) of this "Repurchase of Debentures upon Change of Control"
covenant, any Senior Indebtedness, or to offer to repay in full all such
Indebtedness and to repay the Indebtedness of each Bank and each holder of
Secured Notes, 11-3/4% Notes and, upon the occurrence of an event specified
in clause (i), (ii) or (iii) of paragraph (e) of this "Repurchase of
Debentures upon Change of Control" covenant, any Senior Indebtedness, who has
accepted such offer or (ii) obtain the requisite consents under the Silgan
Credit Agreement, the Secured Notes and the 11-3/4% Notes to permit the
repurchase of the Debentures as provided for in the succeeding paragraph.
Holdings shall first comply with the covenant in the preceding sentence
before it shall be required to repurchase Debentures pursuant to this
"Repurchase of Debentures upon Change of Control" covenant.

(b) Within 30 days of the Change of Control, Holdings shall mail a
notice to the Trustee and each Holder stating: (i) that a Change of Control
has occurred, that the Change of Control Offer is being made pursuant to this
"Repurchase of Debentures upon Change of Control" covenant and that all
Debentures validly tendered will be accepted for payment; (ii) the purchase
price and the date of purchase (which shall be a Business Day no earlier than
30 days nor later than 60 days from the date such notice is mailed) (the
"Change of Control Payment Date"); (iii) that any Debenture not tendered will
continue to accrue interest pursuant to its terms; (iv) that, unless Holdings
defaults in the payment of the Change of Control Payment, any Debenture
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Payment Date; (v) that Holders
electing to have any Debenture purchased pursuant to the Change of Control
Offer will be required to surrender such Debenture, together with the form
entitled "Option of the Holder to Elect Purchase" on the reverse side of such
Debenture completed, to the Paying Agent at the address specified in the
notice prior to the close of business on the Business Day immediately
preceding the Change of Control Payment Date; (vi) that Holders will be
entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the third Business Day immediately preceding
the Change of Control Payment Date, a telegram, telex, facsimile transmission
or letter setting forth the name of such Holder, the principal amount of
Debentures delivered for purchase and a statement that such Holder is
withdrawing his election to have such Debentures purchased; and (vii) that
Holders whose Debentures are being purchased only in part will be issued new
Debentures equal in principal amount to the unpurchased portion of the
Debentures surrendered; provided that each Debenture purchased and each new

Debenture issued shall be in an original principal amount of $1,000 or
integral multiples thereof.

(c) On the Change of Control Payment Date, Holdings shall: (i) accept
for payment Debentures or portions thereof tendered pursuant to the Change of
Control Offer; (ii) deposit with the Paying Agent money sufficient to pay the
purchase price of all Debentures or portions thereof so accepted; and (iii)
deliver, or cause to be delivered, to the Trustee, all Debentures or portions
thereof so accepted together with an Officers' Certificate specifying the
Debentures or portions thereof accepted for payment by Holdings. The Paying
Agent shall promptly mail, to the Holders of Debentures so accepted, payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders a new Debenture equal in principal
amount to any unpurchased portion of the Debentures surrendered; provided
that each Debenture purchased and each new Debenture issued shall be in an
original principal amount of $1,000 or integral multiples thereof. Holdings
will publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date. For purposes
of this "Repurchase of Debentures upon Change of Control" covenant, the
Trustee shall act as Paying Agent.

(d) Holdings will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that a Change of Control occurs
under this "Repurchase of Debentures upon Change of Control" covenant and
Holdings is required to repurchase Debentures as described above.

(e) Notwithstanding any of the foregoing, nothing in this "Repurchase of
Debentures upon Change of Control" covenant shall prohibit the occurrence of
(i) a Holdings Merger, (ii) the sale of all or substantially all of the
property and assets of Silgan or its successors to Holdings, and the
assumption by Holdings of all or substantially all of the liabilities of
Silgan or its successors or (iii) the assumption by Silgan or its successors
of Indebtedness represented by the Debentures. Immediately upon the
occurrence of an event specified in clause (i), (ii) or (iii) of the
preceding sentence, all references to Holdings in this "Repurchase of
Debentures upon a Change of Control" covenant shall refer to the Successor
Corporation. (Section 4.08)

Limitation on Asset Sales

(a) In the event and to the extent that the Net Cash Proceeds received
by Holdings or any Restricted Subsidiary from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive months
(other than Asset Sales by Holdings or any Restricted Subsidiary to Holdings
or another Restricted Subsidiary) exceed 15% of Consolidated Net Tangible
Assets in any one fiscal year (determined as of the date closest to the
commencement of such 12-month period for which a consolidated balance sheet
of Holdings and its Subsidiaries has been prepared), then Holdings shall, or
shall cause such Restricted Subsidiary to, (i) within 12 months after the
date Net Cash Proceeds so received exceed 15% of Consolidated Net Tangible
Assets in any one fiscal year (determined as of the date closest to the
commencement of such 12-month period for which a consolidated balance sheet
of Holdings and its Subsidiaries has been prepared) (A) apply an amount equal
to such excess Net Cash Proceeds to repay unsubordinated Indebtedness of
Holdings or Indebtedness of such Restricted Subsidiary, in each case owing to
a Person other than Holdings or any of its Subsidiaries or (B) invest an
equal amount, or the amount not so applied pursuant to subclause (A) (or
enter into a definitive agreement committing to so invest within 12 months of
the date of such agreement), in property or assets that (as determined in
good faith by the Board of Directors, whose determination shall be conclusive
and evidenced by a Board Resolution) are of a nature or type or are used in a
business (or in a company having property and assets of a nature or type, or
engaged in a business) similar or related to the nature or type of the
property and assets of, or the business of, Holdings and its Subsidiaries
existing on the date thereof and (ii) apply such excess Net Cash Proceeds (to

the extent not applied pursuant to clause (i)) as provided in the following
paragraphs of this "Limitation on Asset Sales" covenant. The amount of such
excess Net Cash Proceeds required to be applied (or to be committed to be
applied) during such 12-month period as set forth in subclause (A) or (B) of
the preceding sentence and not applied as so required by the end of such
period shall constitute "Excess Proceeds."

(b) If, as of the first day of any calendar month, the aggregate amount
of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as
defined below) totals at least $5 million, Holdings must, not later than the
fifteenth Business Day of such month, make an offer (an "Excess Proceeds
Offer") to purchase from the Holders on a pro rata basis an aggregate
principal amount of Debentures equal to the Excess Proceeds on such date, at
a purchase price equal to 101% of the Accreted Value, plus accrued interest
(if any) to the date of purchase (the "Excess Proceeds Payment"); provided,
however, that if the Debentures become obligations of a Successor Corporation
no Excess Proceeds Offer shall be required to be commenced with respect to
the Debentures until the Business Day following the dates that payments are
made pursuant to similar offers that are made to holders of the Secured Notes
and the 11-3/4% Notes with respect to the Secured Notes and the 11-3/4%
Notes, respectively, and need not be commenced if the Excess Proceeds
remaining after application to the Secured Notes and the 11-3/4% Notes
purchased in the offers made to the holders of the Secured Notes and the
11-3/4% Notes are less than $5 million; and provided further, however, that
no Debentures may be purchased under this "Limitation on Asset Sales"
covenant unless the Successor Corporation shall have purchased all Secured
Notes and 11-3/4% Notes tendered pursuant to the offers applicable thereto.

(c) Holdings shall commence an Excess Proceeds Offer by mailing a notice
to the Trustee and each Holder stating: (i) that the Excess Proceeds Offer is
being made pursuant to this "Limitation on Asset Sales" covenant and that all
Debentures validly tendered will be accepted for payment on a pro rata basis;
(ii) the purchase price and the date of purchase (which shall be a Business
Day no earlier than 30 days nor later than 60 days from the date such notice
is mailed) (the "Excess Proceeds Payment Date"); (iii) that any Debenture not
tendered will continue to accrue interest pursuant to its terms; (iv) that,
unless Holdings defaults in the payment of the Excess Proceeds Payment, any
Debenture accepted for payment pursuant to the Excess Proceeds Offer shall
cease to accrue interest after the Excess Proceeds Payment Date; (v) that
Holders electing to have any Debenture purchased pursuant to the Excess
Proceeds Offer will be required to surrender the Debenture, together with the
form entitled "Option of the Holder to Elect Purchase" on the reverse side of
the Debenture completed, to the Paying Agent at the address specified in the
notice prior to the close of business on the Business Day immediately
preceding the Excess Proceeds Payment Date; (vi) that Holders will be
entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the third Business Day immediately preceding
the Excess Proceeds Payment Date, a telegram, telex, facsimile transmission
or letter setting forth the name of such Holder, the principal amount of
Debentures delivered for purchase and a statement that such Holder is
withdrawing his election to have such Debentures purchased; and (vii) that
Holders whose Debentures are being purchased only in part will be issued new
Debentures equal in principal amount to the unpurchased portion of the
Debentures surrendered; provided that each Debenture purchased and each new
Debenture issued shall be in an original principal amount of $1,000 or
integral multiples thereof.

(d) On the Excess Proceeds Payment Date, Holdings shall: (i) accept for
payment on a pro rata basis Debentures or portions thereof tendered pursuant
to the Excess Proceeds Offer; (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Debentures or portions thereof so
accepted; and (iii) deliver, or cause to be delivered, to the Trustee, all
Debentures or portions thereof so accepted, together with an Officers'
Certificate specifying the Debentures or portions thereof accepted for
payment by Holdings. The Paying Agent shall promptly mail to the Holders of
Debentures so accepted payment in an amount equal to the purchase price, and

the Trustee shall promptly authenticate and mail to such Holders a new
Debenture equal in principal amount to any unpurchased portion of the
Debenture surrendered; provided that each Debenture purchased and each new
Debenture issued shall be in an original principal amount of $l,000 or
integral multiples thereof. Holdings will publicly announce the results of
the Excess Proceeds Offer as soon as practicable after the Excess Proceeds
Payment Date. For purposes of this "Limitation on Asset Sales" covenant, the
Trustee shall act as the Paying Agent.

(e) Holdings will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that such Excess Proceeds are
received by Holdings under this "Limitation on Asset Sales" covenant and
Holdings is required to repurchase Debentures as described above.

(f) Notwithstanding the foregoing, nothing in this "Limitation on Asset
Sales" covenant shall prohibit the occurrence of (i) a Holdings Merger, (ii)
the sale of all or substantially all of the property and assets of Silgan or
its successors to Holdings, and the assumption by Holdings of all or
substantially all of the liabilities of Silgan or its successors or (iii) the
assumption by Silgan or its successors of Indebtedness represented by the
Debentures. Immediately upon the occurrence of an event specified in clause
(i), (ii) or (iii) of the preceding sentence, all references to Holdings in
this "Limitation on Asset Sales" covenant shall refer to the Successor
Corporation. (Section 4.09)

Events of Default

An "Event of Default" occurs with respect to the Debentures if: (i)
Holdings defaults in the payment of principal of (or premium, if any, on) any
Debenture when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise, whether or not such payment is
prohibited by the subordination provisions of the Indenture, if such
provisions are then applicable; (ii) Holdings defaults in the payment of
interest on any Debenture when the same becomes due and payable, and such
default continues for a period of 30 days, whether or not such payment is
prohibited by the subordination provisions of the Indenture, if such
provisions are then applicable; (iii) Holdings defaults in the performance of
or breaches any other covenant or agreement of Holdings in the Indenture or
under the Debentures, and such default or breach continues for a period of 30
consecutive days after written notice by the Trustee or the Holders of 25% or
more in aggregate principal amount of the Debentures; (iv) there occurs with
respect to any issue or issues of Indebtedness of Holdings and/or any
Significant Subsidiary having an outstanding principal amount of $5 million
or more individually or $10 million or more in the aggregate for all such
issues of Holdings and/or any Significant Subsidiary, whether such
Indebtedness now exists or shall hereafter be created, an event of default
that has caused the holder thereof to declare such Indebtedness to be due and
payable prior to its Stated Maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration; (v) any final judgment or order (not
covered by insurance) for the payment of money in excess of $5 million
individually or $10 million or more in the aggregate for all such final
judgments or orders against all such Persons (treating any deductibles, self-
insurance or retention as not so covered) shall be rendered against Holdings
or any Significant Subsidiary and shall not be discharged, and there shall be
any period of 60 consecutive days following entry of the final judgment or
order in excess of $5 million individually or that causes the aggregate
amount for all such final judgments or orders outstanding against all such
Persons to exceed $10 million during which a stay of enforcement of such
final judgment or order, by reason of a pending appeal or otherwise, shall
not be in effect; (vi) a court having jurisdiction in the premises enters a
decree or order for (a) relief in respect of Holdings or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, (b) appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar

official of Holdings or any Significant Subsidiary or for all or
substantially all of the property and assets of Holdings or any Significant
Subsidiary or (c) the winding up or liquidation of the affairs of Holdings or
any Significant Subsidiary and, in each case, such decree or order shall
remain unstayed and in effect for a period of 60 consecutive days; (vii)
Holdings or any Significant Subsidiary (a) commences a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or consents to the entry of an order for relief in an involuntary
case under any such law, (b) consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of Holdings or any Significant Subsidiary or
for all or substantially all of the property and assets of Holdings or any
Significant Subsidiary or (c) effects any general assignment for the benefit
of creditors; (viii) Holdings and/or one or more Significant Subsidiaries
fails to make (a) at the final (but not any interim) fixed maturity of any
issue of Indebtedness a principal payment of $5 million or more or (b) at the
final (but not any interim) fixed maturity of more than one issue of such
Indebtedness principal payments aggregating $10 million or more and, in the
case of clause (a), such defaulted payment shall not have been made, waived
or extended within 30 days of the payment default and, in the case of clause
(b), all such defaulted payments shall not have been made, waived or extended
within 30 days of the payment default that causes the amount described in
clause (b) to exceed $10 million; or (ix) there occurs the nonpayment of any
two or more items of Indebtedness that would constitute at the time of such
nonpayments, but for the individual amounts of such Indebtedness, an Event of
Default under clause (iv) or clause (viii) above, or both, and which items of
Indebtedness aggregate $10 million or more. (Section 6.01)

If an Event of Default (other than an Event of Default specified in
clause (vi) or (vii) above that occurs with respect to Holdings or Silgan)
occurs and is continuing under the Indenture, the Trustee thereunder or the
Holders of at least 25% of the aggregate principal amount of the Debentures
then outstanding, by written notice to Holdings (and to the Trustee if such
notice is given by the Holders (the "Acceleration Notice")), may, and the
Trustee at the request of the Holders of at least 25% in aggregate principal
amount of the Debentures then outstanding shall, declare the Default Amount
to be immediately due and payable. In the event any such declaration of
acceleration occurs as a result of (i) a Holdings Merger, (ii) the sale of
all or substantially all of the property and assets of Silgan or its
successors to Holdings, and the assumption by Holdings of all or
substantially all of the liabilities of Silgan or its successors or (iii) the
assumption by Silgan or its successors of Indebtedness represented by the
Debentures, if the Silgan Credit Agreement and/or the Secured Notes, or any
agreement pursuant to which any Senior Indebtedness that has refinanced the
Indebtedness under the Silgan Credit Agreement and/or the Secured Notes is in
effect, such declaration shall not become effective until the earlier of (A)
five Business Days after receipt of the Acceleration Notice by the Bank
Agent, Holdings and the agent for the holders of the Secured Notes (which
shall be the Bank Agent unless and until the holders of a majority in
principal amount of Secured Notes designate another agent in writing to
Holdings and the Trustee) or (B) acceleration of the Indebtedness under the
Silgan Credit Agreement or the Secured Notes; provided that such acceleration
shall automatically be rescinded and annulled without any further action
required on the part of the Holders in the event that any and all Events of
Default specified in the Acceleration Notice under the Indenture shall have
been cured, waived or otherwise remedied as provided in the Indenture prior
to the expiration of the period referred to in the preceding clauses (A) and
(B). In the event of a declaration of acceleration because an Event of
Default set forth in clause (iv), (viii) or (ix) above has occurred and is
continuing, such declaration of acceleration shall be automatically rescinded
and annulled if the event of default triggering such Event of Default
pursuant to clause (iv), (viii) or (ix) shall be remedied, cured by Holdings
and/or such Significant Subsidiary or waived by the holders of the relevant
Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (vi) or (vii)
above occurs with respect to Holdings or Silgan, the Default Amount shall

become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of at least a
majority in aggregate principal amount of the outstanding Debentures, by
written notice to Holdings and to the Trustee, may waive all past defaults
and rescind and annul a declaration of acceleration and its consequences if
(1) all existing Events of Default, other than the non-payment of the
principal of, premium, if any, and interest on the Debentures that have
become due solely by such declaration of acceleration, have been cured or
waived and (2) the rescission would not conflict with any judgment or decree
of a court of competent jurisdiction. (Sections 6.02 and 6.04) For
information as to the waiver of defaults, see "--Modification and Waiver."

"Default Amount" is defined to mean an amount in respect of each
outstanding Debenture equal to the sum of (i) the issue price of such
Debenture as determined in accordance with Section 1273 of the Internal
Revenue Code plus (ii) the aggregate of the portions of the original issue
discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of such Debenture within the meaning of Section
1273(a)(2) of the Internal Revenue Code or any successor provision, whether
denominated as principal or interest, over the issue price of such Debenture)
that shall theretofore have accrued pursuant to Section 1272 of the Internal
Revenue Code (without regard to Section 1272(a)(7) of the Internal Revenue
Code) from the date of issue of such Debenture (a) for each six month or
shorter period ending June 15 or December 15 prior to the date of declaration
of acceleration and (b) for the shorter period, if any, from the end of the
immediately preceding six month period, as the case may be, to the date of
declaration of acceleration plus (iii) accrued interest to the date such
Default Amount is paid (without duplication of any amount set forth in clause
(ii) above), less all amounts theretofore paid in respect of such Debenture,
which amounts are considered as part of the "stated redemption price at
maturity" of such Debenture within the meaning of Section 1273(a)(2) of the
Internal Revenue Code or any successor provision (whether such amounts paid
were denominated principal or interest). (Section 1.01)

The Holders of at least a majority in aggregate principal amount of the
outstanding Debentures may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that the Trustee is advised by counsel conflicts with
law or the Indenture, that may involve the Trustee in personal liability or
that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders not joining in the giving of such direction. (Section
6.05) A Holder may not pursue any remedy with respect to the Indenture or the
Debentures unless: (i) the Holder gives to the Trustee written notice of a
continuing Event of Default; (ii) the Holders of at least 25% in aggregate
principal amount of outstanding Debentures make a written request to the
Trustee to pursue the remedy; (iii) such Holder or Holders offer to the
Trustee indemnity satisfactory to the Trustee against any costs, liability or
expense; (iv) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity; and (v) during such
60-day period, the Holders of a majority in aggregate principal amount of the
outstanding Debentures do not give the Trustee a direction that is
inconsistent with the request. (Section 6.06) However, such limitations do
not apply to the right of any Holder to receive payment of the principal of,
premium, if any, or interest on its Debentures, or to bring suit for the
enforcement of any such payment, on or after the respective due dates
expressed in its Debentures, which rights shall not be impaired or affected
without the consent of the Holder. (Section 6.07)

The Indenture requires certain officers of Holdings to certify, on or
before a date not more than 120 days after the end of each fiscal year, that
a review has been conducted of the activities of Holdings and its
Subsidiaries and Holdings' and its Subsidiaries' performance under the
Indenture and that Holdings has fulfilled all obligations thereunder, or, if
there has been a default in the fulfillment of any such obligation,
specifying each such default and the nature and status thereof. Holdings is

also obligated to notify the Trustee of any default or defaults in the
performance of any covenants or agreements under the Indenture. (Section
4.14)

Consolidation, Merger and Sale of Assets

Holdings shall not consolidate with, merge with or into, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of
its property and assets (as an entirety or substantially as an entirety in
one transaction or a series of related transactions) to, any Person (other
than a Restricted Subsidiary that is a Wholly Owned Subsidiary of Holdings;
provided that, in connection with any merger of Holdings with any Restricted
Subsidiary that is a Wholly Owned Subsidiary of Holdings, no consideration
(other than common stock in the surviving Person or Holdings) shall be issued
or distributed to the stockholders of Holdings) or permit any Person to merge
with or into Holdings, unless: (i) Holdings shall be the continuing Person,
or the Person (if other than Holdings) formed by such consolidation or into
which Holdings is merged or that acquired or leased such property and assets
of Holdings shall be a corporation organized and validly existing under the
laws of the United States of America or any jurisdiction thereof and shall
expressly assume, by supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all of the obligations of
Holdings on all of the Debentures and under the Indenture; (ii) immediately
after giving effect to such transaction, no Event of Default, and no event
that after the giving of notice or lapse of time or both will become an Event
of Default, shall have occurred and be continuing; (iii) immediately after
giving effect to such transaction on a pro forma basis, the Interest Coverage
Ratio of Holdings (or any Person becoming the successor obligor on the
Debentures) is at least 1:1; provided that if the Interest Coverage Ratio of
Holdings before giving effect to such transaction is within the range set
forth in column (A) below, then the Interest Coverage Ratio of Holdings (or
any Person becoming the successor obligor on the Debentures) shall be at
least equal to the lesser of (1) the ratio determined by multiplying the
percentage set forth in column (B) below by the Interest Coverage Ratio of
Holdings prior to such transaction and (2) the ratio set forth in column (C)
below:

(A) (B) (C)
--- --- ---

1.11:1 to 1.99:1 . . . . . . . . . 90% 1.5:1
2.00:1 to 2.99:1 . . . . . . . . . 80% 2.1:1
3.00:1 to 3.99:1 . . . . . . . . . 70% 2.4:1
4.00:1 or more . . . . . . . . . . 60% 2.5:1

and provided further that, if the Interest Coverage Ratio of Holdings (or any
Person becoming the successor obligor on the Debentures) is 3:1 or more, the
calculation in the preceding proviso shall be inapplicable and such
transaction shall be deemed to have complied with the requirements of this
clause (iii); (iv) immediately after giving effect to such transaction on a
pro forma basis, Holdings (or any Person that becomes the successor obligor
on the Debentures) shall have a Consolidated Net Worth equal to or greater
than the Consolidated Net Worth of Holdings immediately prior to such
transaction; and (v) Holdings delivers to the Trustee an Officer's
Certificate (attaching the arithmetic computations to demonstrate compliance
with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating
that such consolidation, merger or transfer and such supplemental indenture
comply with this provision and that all conditions precedent provided for
herein relating to such transaction have been complied with; provided,
however, that clause (iv) of this covenant does not apply to, and the
Interest Coverage Ratio required by clause (iii) of this "Consolidation,
Merger and Sale of Assets" covenant (A) shall be 1.75:1 with respect to, (1)
a Holdings Merger, (2) the sale of all or substantially all of the property
and assets of Silgan or its successors to Holdings, and the assumption by
Holdings of all or substantially all of the liabilities of Silgan or its
successors or (3) the assumption by Silgan or its successors of Indebtedness

represented by the Debentures and (B) does not apply if, in the good faith
determination of the Board of Directors, whose determination shall be
evidenced by a Board Resolution, the principal purpose of such transaction is
to change the state of incorporation of Holdings; and provided further,
however, that any such transaction shall not have as one of its purposes the
evasion of the limitations of this covenant. (Section 5.01)

Defeasance

Defeasance and Discharge. The Indenture provides that Holdings will be
deemed to have paid and will be discharged from any and all obligations in
respect of the Debentures and the provisions of the Indenture will no longer
be in effect with respect to the Debentures on the 123rd day after the
deposit described below (except for, among other matters, certain obligations
to register the transfer or exchange of the Debentures, to replace stolen,
lost or mutilated Debentures, to maintain paying agencies and to hold monies
for payment in trust) if, among other things, (A) Holdings has deposited with
the Trustee, in trust, money and/or U.S. Government Obligations that through
the payment of interest and principal in respect thereof in accordance with
their terms will provide money in an amount sufficient to pay the principal
of, premium, if any, and accrued interest on the Debentures on the Stated
Maturity of such payments in accordance with the terms of the Indenture and
the Debentures, (B) Holdings has delivered to the Trustee (i) either an
Opinion of Counsel to the effect that Holders will not recognize income, gain
or loss for federal income tax purposes as a result of Holdings' exercise of
its option under this "Defeasance" provision and will be subject to federal
income tax on the same amount and in the same manner and at the same times as
would have been the case if such deposit, defeasance and discharge had not
occurred, which Opinion of Counsel must be accompanied by a ruling of the IRS
to the same effect or a change in applicable federal income tax law after the
date of the Indenture or a ruling directed to the Trustee received from the
IRS to the same effect as the aforementioned Opinion of Counsel and (ii) an
Opinion of Counsel to the effect that the creation of the defeasance trust
does not violate the Investment Company Act of 1940 and after the passage of
123 days following the deposit, the trust fund will not be subject to the
effect of Section 547 of the United States Bankruptcy Code or Section 15 of
the New York Debtor and Creditor Law, (C) immediately after giving effect to
such deposit on a pro forma basis, no Event of Default, or event that after
the giving of notice or lapse of time or both would become an Event of
Default, shall have occurred and be continuing on the date of such deposit or
during the period ending on the 123rd day after the date of such deposit, and
such deposit shall not result in a breach or violation of, or constitute a
default under, any other agreement or instrument to which Holdings is a party
or by which Holdings is bound, (D) the Successor Corporation is not
prohibited from making payments in respect of the Debentures by the
provisions described under "Subordination Upon Certain Events," above and (E)
if at such time the Debentures are listed on a national securities exchange,
Holdings has delivered to the Trustee an Opinion of Counsel to the effect
that the Debentures will not be delisted as a result of such deposit,
defeasance and discharge. (Section 8.02)

Defeasance of Certain Covenants and Certain Events of Default. The
Indenture further provides that the provisions of the Indenture will no
longer be in effect with respect to clauses (iii) and (iv) under
"Consolidation, Merger and Sale of Assets" and all the covenants described
under "Covenants," clause (iii) under "Events of Default" with respect to
such covenants and clauses (iii) and (iv) under "Consolidation, Merger and
Sale of Assets," and clauses (iv), (v) and (viii) under "Events of Default"
shall be deemed not to be Events of Default, and the provisions described
under "Subordination Upon Certain Events" shall not apply, upon, among other
things, the deposit with the Trustee, in trust, of money and/or U.S.
Government Obligations that through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an
amount sufficient to pay the principal of, premium, if any, and accrued
interest on the Debentures on the Stated Maturity of such payments in
accordance with the terms of the Indenture and the Debentures, the

satisfaction of the provisions described in clauses (B)(ii), (C), (D) and (E)
of the preceding paragraph and the delivery by Holdings to the Trustee of an
Opinion of Counsel to the effect that, among other things, the Holders will
not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain covenants and Events of
Default and will be subject to federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred. (Section 8.03)

Defeasance and Certain Other Events of Default. In the event Holdings
exercises its option to omit compliance with certain covenants and provisions
of the Indenture with respect to the Debentures as described in the
immediately preceding paragraph and the Debentures are declared due and
payable because of the occurrence of an Event of Default that remains
applicable, the amount of money and/or U.S. Government Obligations on
deposit with the Trustee will be sufficient to pay amounts due on the
Debentures at the time of their Stated Maturity but may not be sufficient to
pay amounts due on the Debentures at the time of the acceleration resulting
from such Event of Default. However, Holdings shall remain liable for such
payments.

The Holdings Guaranty contains a covenant prohibiting defeasance of the
Debentures. See "Description of Certain Silgan Indebtedness--Description of
the Silgan Credit Agreement."

Modification and Waiver

Modifications and amendments of the Indenture may be made by Holdings
and the Trustee with the consent of the Holders of not less than a majority
in aggregate principal amount of the outstanding Debentures; provided,
however, that no such modification or amendment may, without the consent of
each Holder affected thereby, (i) change the Stated Maturity of the principal
of, or any installment of interest on, any Debenture, (ii) reduce the
principal amount of, premium, if any, or interest on, any Debenture, (iii)
change the place or currency of payment of principal of, premium, if any, or
interest on, any Debenture, (iv) impair the right to institute suit for the
enforcement of any payment on or after the Stated Maturity (or, in the case
of a redemption, on or after the Redemption Date) of any Debenture, (v)
modify the subordination provisions in a manner adverse to the Holders, (vi)
reduce the above-stated percentage of outstanding Debentures the consent of
whose Holders is necessary to modify or amend the Indenture, (vii) waive a
default in the payment of principal of, premium, if any, or interest on the
Debentures or (viii) reduce the percentage of aggregate principal amount of
outstanding Debentures the consent of whose Holders is necessary for waiver
of compliance with certain provisions of the Indenture or for waiver of
certain defaults. (Section 9.02)

The Holders of a majority in aggregate principal amount of the
outstanding Debentures may waive compliance by Holdings with certain
restrictive provisions of the Indenture. (Section 9.02)

The Holdings Guaranty contains a covenant prohibiting Holdings from
consenting to any modification of the Indenture or waiver of any provision
thereof without the consent of a specified percentage of the lenders under
the Silgan Credit Agreement. See "Description of Certain Silgan
Indebtedness--Description of the Silgan Credit Agreement."

No Personal Liability of Incorporators, Shareholders, Officers, Directors or
Employees

The Indenture provides that no recourse for the payment of the principal
of, premium, if any, or interest on any of the Debentures, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of Holdings contained in the Indenture
or in any of the Debentures, or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator or past, present
or future shareholder, officer, director, employee or controlling person of
Holdings or of any Successor Corporation. Each Holder, by accepting such
Debenture, waives and releases all such liability. (Section 11.09)

Concerning the Trustee

Shawmut Bank, N.A. (formerly The Connecticut National Bank) acts as
Trustee under the Indenture.

The Indenture provides that, except during the continuance of an Event
of Default, the Trustee will perform only such duties as are specifically set
forth in the Indenture. If an Event of Default has occurred and is
continuing, the Trustee will exercise such rights and powers vested in it
under such Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise under the circumstances in the
conduct of such person's own affairs. (Article Seven)

The provisions of the Trust Indenture Act of 1939, as amended,
incorporated by reference in the Indenture contain limitations on the rights
of the Trustee thereunder, should it become a creditor of Holdings, to obtain
payment of claims in certain cases or to realize on certain property received
by it in respect of any such claims, as security or otherwise. The Trustee
is permitted to engage in other transactions; provided, however, that if it
acquires any conflicting interest, it must eliminate such conflict or resign.

DESCRIPTION OF HOLDINGS COMMON STOCK

General

Certain of the statements contained herein are summaries of the detailed
provisions of the Certificate of Incorporation of Holdings (the "Certificate
of Incorporation") and are qualified in their entirety by reference to the
Certificate of Incorporation, a copy of which is filed herewith.

Under the Certificate of Incorporation, Holdings has authority to issue
500,000 shares of Class A Common Stock, par value $.01 per share, 667,500
shares of Class B Common Stock, par value $.01 per share, and 1,000,000
shares of Class C Common Stock, par value $.01 per share. Holdings has an
aggregate of 1,135,000 shares of common stock outstanding as follows: (i)
417,500 shares of Holdings Class A Stock; (ii) 667,500 shares of Holdings
Class B Stock; and (iii) 50,000 shares of Holdings Class C Stock. Except as
described below, the rights, privileges and powers of Holdings Class A Stock
and Holdings Class B Stock are identical, with each share of each class being
entitled to one vote on all matters to come before the stockholders of
Holdings.

Until the occurrence of a Change of Control (as defined in the
Certificate of Incorporation and as described below), the affirmative vote of
the holders of not less than a majority of the outstanding shares of Holdings
Class A Stock and Holdings Class B Stock, voting as separate classes, shall
be required for the approval of any matter to come before the stockholders of
Holdings, except that (i) the holders of a majority of the outstanding shares
of Holdings Class A Stock, voting as a separate class, have the sole right to
vote for the election and removal of three directors (the directors elected
by the holders of Holdings Class A Stock being referred to herein as "Class A
Directors"); (ii) the holders of a majority of the outstanding shares of
Holdings Class B Stock, voting as a separate class, have the sole right to
vote for the election and removal of all directors other than the Class A
Directors (the directors elected by the holders of Holdings Class B Stock
being referred to herein as "Class B Directors"); and (iii) the vote of not
less than a majority of the outstanding shares of Holdings Class B Stock
shall be required in certain circumstances set forth in the Certificate of

Incorporation. The holders of Holdings Class C Stock have no voting rights
except as provided by applicable law and except that such holders are
entitled to vote as a separate class on certain amendments to the Certificate
of Incorporation as provided therein. In the event Holdings sells shares of
any class of its common stock to the public, the distinctions between
Holdings Class A Stock and Holdings Class B Stock terminate, the powers,
including voting powers, of Holdings Class A Stock and Holdings Class B Stock
shall be identical upon compliance with certain provisions contained in the
Certificate of Incorporation, and any Regulated Stockholder (generally
defined to mean banks) will be entitled to convert all shares of Holdings
Class C Stock held by such stockholder into the same number of shares of
Holdings Class B Stock (or Holdings Class A Stock to the extent such Holdings
Class C Stock was issued upon conversion of Holdings Class A Stock).

After a Change of Control, the affirmative vote of the holders of not
less than a majority of the outstanding shares of Holdings Class A Stock and
Holdings Class B Stock, voting together as a single class, will be required
for the approval of any matter to come before the stockholders of Holdings,
except that the provisions described in clauses (i) and (ii) in the preceding
paragraph shall continue to apply from and after a Change of Control, and
except as otherwise provided in the Certificate of Incorporation with respect
to its amendment. Also, after a Change of Control, the number of Class B
Directors will be increased to five.

In the event that a vacancy among the Class A Directors or the Class B
Directors occurs at any time prior to the election of directors at the next
scheduled annual meeting of stockholders, the vacancy shall be filled, in the
case of the Class A Directors, by either (i) the vote of the holders of a
majority of the outstanding shares of Holdings Class A Stock at a special
meeting of stockholders, or (ii) by written consent of the holders of a
majority of the outstanding shares of Holdings Class A Stock, and, in the
case of the Class B Directors, by either (i) the vote of the holders of a
majority of the outstanding shares of Holdings Class B Stock at a special
meeting or stockholders, or (ii) by written consent of the holders of a
majority of the outstanding shares of the Holdings Class B Stock.

A "Change of Control" is defined in the Certificate of Incorporation to
include the occurrence of any of the following events: (i) Messrs. Silver and
Horrigan shall collectively own, directly or indirectly, less than one-half
of the aggregate number of outstanding shares of Holdings Class A Stock owned
by them directly or indirectly on June 30, 1989 on a common stock equivalent
basis, or (ii) the acceleration of the indebtedness under the Silgan Credit
Agreement or the Debentures, as a result of the occurrence of an event of
default thereunder relating to a payment default or a financial covenant
event of default.

Description of the Holdings Organization Agreement

Concurrently with the issuance and sale to First Plaza of the Holdings
Stock, Holdings, MSLEF II, BTNY, First Plaza and Messrs. R. Philip Silver and
D. Greg Horrigan entered into the Amended and Restated Organization Agreement
dated as of December 21, 1993 (the "Holdings Organization Agreement") that
provides for the termination of the Organization Agreement dated as of June
30, 1989 by and among Holdings, MSLEF II, BTNY and Messrs. Silver and
Horrigan (except for the indemnification provisions thereof, which provisions
survive) and for the investment by First Plaza in Holdings and the
relationships among the stockholders and between the stockholders and
Holdings. Certain of the statements contained herein are summaries of the
detailed provisions of the Holdings Organization Agreement and are qualified
in their entirety by reference to the Holdings Organization Agreement.

The Holdings Organization Agreement prohibits the disposition of
Holdings' common stock without the prior written consent of Messrs. Silver
and Horrigan and MSLEF II, except for (i) dispositions to affiliates (which,
in the case of First Plaza, includes any successor or underlying trust, and
which, in the case of MSLEF II, does not include any person which is not an
Investment Entity (as defined below)), (ii) dispositions to certain family
members of Messrs. Silver and Horrigan or trusts for the benefit of those
family members, (iii) certain transfers among MSLEF II, BTNY, First Plaza and
Messrs. Silver and Horrigan that comply with certain rights of first refusal
set forth in the Holdings Organization Agreement, which rights expire on June
30, 1994, (iv) dispositions to certain parties at any time on or after June
30, 1994, subject to certain other rights of first refusal discussed below,
(v) the sale by First Plaza to Holdings of all of the Holdings Stock acquired
by First Plaza on December 21, 1993, upon the exercise of Holdings' call
option as described below, and (vi) dispositions in connection with an
initial public offering of the common stock of Holdings, as described below.
Any transfer of Holdings' common stock (other than transfers described in
clauses (v) and (vi) of the preceding sentence) will be void unless the
transferee agrees in writing prior to the proposed transfer to be bound by
the terms of the Holdings Organization Agreement.

At any time on or after June 30, 1994, MSLEF II may effect a sale of
stock to an Investment Entity (generally defined as any person who (i) is
primarily engaged in the business of investing in securities of other
companies and not taking an active role in the management or operations of
such companies and (ii) does not permit the participation or involvement in
any way in the business or affairs of Holdings of a person who is engaged in
a business not described in clause (i)) or, in the event of certain defaults
under the amended and restated management services agreement by and between
S&H, a company wholly-owned by Messrs. Silver and Horrigan, and Holdings
(described under "Certain Transactions--Management Agreements"), to a third
party, in each case, if it first offers such stock to: (a) Holdings, (b) the
Group (defined generally to mean, collectively, Messrs. Silver and Horrigan
and their respective affiliates and certain related family transferees and
estates, with Mr. Silver and his affiliates and certain related family
transferees and estates being deemed to be collectively one member of the
Group, and Mr. Horrigan and his affiliates and certain related family
transferees and estates being deemed to be collectively one member of the
Group) and (c) BTNY, in each case on the same terms and conditions as the
proposed sale to an Investment Entity or the proposed third party sale. In
addition, in any such sale by MSLEF II, BTNY and First Plaza must be given
the opportunity to sell the same percentage of its stock to such Investment
Entity or third party. At any time on or after June 30, 1994, each member of
the Group may transfer shares of stock to a third party if such holder first
offers such shares to: (a) the other member of the Group, (b) Holdings, (c)
MSLEF II and (d) BTNY, in each case on the same terms and conditions as the
proposed third party sale. At any time on or after June 30, 1994, BTNY may
effect a sale of stock to a third party if it first offers such shares to:
(a) Holdings, (b) MSLEF II and (c) the Group, in each case on the same terms
and conditions as the proposed third party sale.

At any time on or after June 30, 1994, either MSLEF II or the Group has
the right to require a recapitalization transaction. A recapitalization
transaction is defined as any transaction (such as a merger, consolidation,
exchange of securities or liquidation) involving Holdings pursuant to which
MSLEF II and the Group retain their proportionate ownership interest in the
surviving entity if the following conditions are met: (i) the value of any
securities of the surviving entity acquired or retained by the party not
initiating the recapitalization transaction does not exceed 67% of the
difference between (x) the value of such securities and any cash received by
such party and (y) all taxes payable as a result of the transaction, (ii) if
MSLEF II initiates the recapitalization transaction and will not own all the
voting equity securities of the surviving entity not owned by the Group, the

Group shall have the right to purchase such securities, (iii) if the Group
initiates the recapitalization transaction and will not own all of the voting
equity securities of the surviving entity, MSLEF II shall have the right to
purchase such securities, and (iv) the majority in principal amount of the
indebtedness incurred in connection with such transaction shall be held for
at least one year by persons not affiliated with either MSLEF II or any
member of the Group.

The Holdings Organization Agreement provides that in the event that
either Mr. Silver or Mr. Horrigan (each, a "Manager") dies or becomes
permanently disabled prior to June 30, 1994 (an "Inactive Manager"), such
Inactive Manager or his affiliates shall have the right to sell to Holdings
all Holdings Class A Stock held by the Inactive Manager at the Fair Market
Value (as defined in the Holdings Organization Agreement) of such stock,
provided that such stock must first be offered to the remaining Manager at
the same price. The Holdings Organization Agreement also provides that if
either Mr. Silver or Mr. Horrigan dies, becomes permanently disabled or is
convicted of any felony directly related to the business of Holdings prior to
June 30, 1994, the other Manager and his affiliates shall have the right to
purchase all of such person's Holdings Class A Stock at a price equal to Fair
Market Value in the case of death or disability and the Adjusted Book Value
(as defined in the Holdings Organization Agreement) in the case of a
conviction as stated above, and Holdings shall have the right to purchase all
such stock not purchased by the other Manager.

At any time prior to December 21, 1998, Holdings shall have the right
and option to purchase from First Plaza, and First Plaza shall have the
obligation to sell to Holdings, all (but not less than all) of the Holdings
Stock for a price per share equal to the greater of (i) $120 per share and
(ii) the purchase price necessary to yield on an annual basis a compound
return on investment of forty percent (40%). The number of shares subject to
such call and the call purchase price shall be proportionately adjusted to
take into account any stock dividend, stock split, combination of shares,
subdivision or other recapitalization of the capital stock of Holdings.

The Holdings Organization Agreement provides that at any time after June
15, 1996, the holders of a majority of the issued and outstanding shares of
Holdings Class A Stock and Holdings Class B Stock (considered together as a
class) may by written notice to Holdings require Holdings to pursue the first
public offering of Holdings' common stock pursuant to an effective
registration statement (an "IPO") on the terms and conditions provided in the
Holdings Organization Agreement. In addition to the portion of the IPO which
shall consist of shares of Holdings' common stock to be sold by Holdings, the
IPO may also include a secondary tranche consisting of shares of Holdings'
common stock to be sold by stockholders of Holdings.

Pursuant to the provisions of the Holdings Organization Agreement, each
of MSLEF II, BTNY, First Plaza and Messrs. Silver and Horrigan has agreed to
take all action (including voting its shares of Holdings' common stock) to
approve the adoption of the Restated Certificate of Incorporation of
Holdings, as amended, the Amended and Restated By-laws of Holdings, and the
Amended and Restated Management Services Agreement (the "Post-IPO Management
Services Contract"), in each case substantially in the form agreed to
pursuant to the Holdings Organization Agreement and in each case to become
effective at the time an IPO is completed. The Post-IPO Management Services
Contract provides, among other things, for the payment to S&H of management
fees of $2.0 million annually plus reimbursement of expenses. See "Certain
Transactions--Management Agreements."

Pursuant to the provisions of the Holdings Organization Agreement, MSLEF
II has agreed that it will not vote its shares of Holdings Class B Stock in

favor of any changes in the Certificate of Incorporation or By-laws of
Holdings which would adversely affect the rights of First Plaza, unless First
Plaza has consented in writing to such change. In addition, so long as First
Plaza shall hold not less than 18.73% of the issued and outstanding shares of
Holdings Class B Stock, First Plaza shall have the right to nominate one of
the Class B Directors to be elected at each annual meeting of stockholders in
accordance with the provisions of the Certificate of Incorporation, and the
holders of Holdings Class B Stock parties to the Holdings Organization
Agreement have agreed to vote their shares of Holdings Class B Stock in favor
of such nominee.

In addition, in the event that First Plaza, MSLEF II or BTNY shall
purchase any shares of Holdings Class A Stock, such purchaser has agreed that
it will vote such shares in accordance with the directions of the "holders of
a majority of the shares of Class A Stock held by the Group" (defined
generally to mean the holders of a majority of the aggregate of 417,500
shares of Holdings Class A Stock held by Messrs. Silver and Horrigan at
December 21, 1993, which at the time of any such determination have been
continuously and are held by the Group) until such time as a Change of
Control has occurred. In the event that Messrs. Silver or Horrigan shall
purchase any shares of Holdings Class B Stock, such purchaser agrees that it
will vote such shares in accordance with the directions of MSLEF II, unless
MSLEF II and First Plaza (together with their respective affiliates) shall
hold directly or indirectly less than one-half of the aggregate number of
shares of Holdings Class B Stock held by MSLEF II and First Plaza immediately
following the issuance and sale of the Holdings Stock to First Plaza on
December 21, 1993.

Pursuant to the terms of the Holdings Organization Agreement, Holdings
entered into an amended and restated management services agreement with S&H,
a corporation wholly owned by Messrs. Silver and Horrigan. See "Certain
Transactions--Management Agreements."

The Holdings Organization Agreement terminates upon the earlier of (i)
the mutual agreement of the parties, (ii) such time as it becomes unlawful,
(iii) the completion of an IPO, and (iv) June 30, 1999. The parties may
agree to extend the term of the Holdings Organization Agreement.

Description of the Holdings Stockholders Agreement

Concurrently with the issuance and sale to First Plaza of the Holdings
Stock, Holdings, MSLEF II, BTNY, First Plaza and Messrs. Silver and Horrigan
entered into a Stockholders Agreement dated as of December 21, 1993 (the
"Stockholders Agreement") that provides for certain prospective rights and
obligations among the stockholders and between the stockholders and Holdings.
The operative provisions of the Stockholders Agreement do not take effect
until after the occurrence of an IPO, at which time the Holdings Organization
Agreement will have terminated in accordance with its terms as described
above under "--Description of the Holdings Organization Agreement." Certain
of the statements contained herein are summaries of the detailed provisions
of the Stockholders Agreement and are qualified in their entirety by
reference to the Stockholders Agreement.

The Stockholders Agreement provides that for a period of eight years
after the IPO, each of MSLEF II and First Plaza shall have the right to
demand two separate registrations of its shares of Holdings' common stock
(equalling a total of four separate demand registrations); provided, however,
that such demand right will terminate as to MSLEF II or First Plaza, as the
case may be, at such time as MSLEF II or First Plaza, as the case may be,
together with its affiliates, owns less than five percent of the issued and
outstanding shares of Holdings' common stock at any time. If, at any time or

from time to time for a period of eight years after the IPO, Holdings shall
determine to register Holdings' common stock (other than in connection with
certain non-underwritten offerings), Holdings will offer each of MSLEF II,
BTNY, First Plaza and Messrs. Silver and Horrigan the opportunity to register
shares of Holdings' common stock it holds in a "piggyback registration."

The Stockholders Agreement prohibits the transfer prior to June 30, 1999
(or, in the case of any restriction applicable to First Plaza, December 21,
1998) by MSLEF II, First Plaza or Messrs. Silver or Horrigan of Holdings'
common stock without the prior written consent of Messrs. Silver and Horrigan
and MSLEF II, except for (i) transfers made in connection with a public
offering or a Rule 144 Open Market Transaction (as defined in the
Stockholders Agreement), (ii) transfers made to an affiliate, which, in the
case of a transfer by First Plaza or MSLEF II to an affiliate, must be an
Investment Entity (defined generally to be any person who is primarily
engaged in the business of investing in securities of other companies and not
taking an active role in the management or operations of such companies),
(iii) transfers made to certain family members of Messrs. Silver and Horrigan
or trusts for the benefit of those family members, (iv) certain transfers by
First Plaza to a third party that comply with certain rights of first refusal
of the Group and MSLEF II set forth in the Stockholders Agreement, (v)
certain transfers by MSLEF II to an Investment Entity or, in the event of
certain defaults under the amended and restated management services agreement
between S&H and Holdings, to a third party, that comply with certain rights
of first refusal of the Group set forth in the Stockholders Agreement, (vi)
certain transfers by either member of the Group to a third party that comply
with certain rights of first refusal of the other member of the Group and
MSLEF II set forth in the Stockholders Agreement, and (vii) in the case of
MSLEF II, a distribution of all or substantially all of the shares of
Holdings' common stock then owned by MSLEF II to the partners of MSLEF II (a
"MSLEF Distribution"). Notwithstanding the foregoing, MSLEF II may pledge
its shares of Holdings' common stock to a lender or lenders reasonably
acceptable to Holdings to secure a loan or loans to MSLEF II. In the event
of any proposed foreclosure of such pledge, such shares will be subject to
certain rights of first refusal of the Group set forth in the Stockholders
Agreement.

The Stockholders Agreement provides that until December 21, 1998, for so
long as MSLEF II and its affiliates (excluding the limited partners of MSLEF
II who may acquire shares of Holdings' common stock from MSLEF II in a MSLEF
Distribution) shall hold at least one-half of the number of shares of
Holdings' common stock held by MSLEF II on December 21, 1993 (as adjusted, if
necessary, to take into account any stock dividend, stock split, combination
of shares, subdivision or recapitalization of the capital stock of Holdings),
the parties and their Restricted Voting Transferees (as defined in the
Stockholders Agreement) shall use their best efforts (including to vote any
shares of Holdings' common stock owned or controlled by such person or
otherwise) to cause the nomination and election of two (2) members of the
Board of Directors of Holdings to be chosen by MSLEF II; provided, however,
that each such nominee shall be (i) either an employee of Morgan Stanley
whose primary responsibility is managing investments for MSLEF II (or a
successor or related partnership) or (ii) a person reasonably acceptable to
the Group not engaged in (as a director, officer, employee, agent or
consultant or as a holder of more than five percent of the equity securities
of) a business competitive with that of Holdings.

In addition, until December 21, 1998, for so long as the Group shall
hold at least one-half of the number of shares of Holdings' common stock held
by it in the aggregate on December 21, 1993 (as adjusted, if necessary, to
take into account any stock dividend, stock split, combination of shares,
subdivision or recapitalization of the capital stock of Holdings), the
parties and their Restricted Voting Transferees shall use their best efforts
(including to vote any shares of Holdings' common stock owned or controlled

by such person or otherwise) to cause the nomination and election of two (2)
individuals nominated by the "holders of a majority of the shares of [c]ommon
[s]tock held by the Group" (as such phrase is defined in the Stockholders
Agreement) as members of the Board of Directors of Holdings; provided,
however, that at least one (1) of such nominees shall be Mr. Silver or Mr.
Horrigan and the other person, if not Mr. Silver or Mr. Horrigan, shall be a
person reasonably acceptable to MSLEF II, so long as MSLEF II and its
affiliates (other than any affiliate which is not an Investment Entity and
excluding the limited partners of MSLEF II who may acquire shares of
Holdings' common stock from MSLEF II in a MSLEF distribution) shall hold at
least one-half of the number of shares of Holdings' common stock held by
MSLEF II at December 21, 1993 (as adjusted, if necessary, to take into
account any stock dividend, stock split, combination of shares, subdivision
or recapitalization of the capital stock of Holdings).

Subject to the terms of the preceding two paragraphs, for so long as the
Group shall hold at least one-half of the number of shares of Holdings'
common stock held by it in the aggregate at December 21, 1993 (as adjusted,
if necessary, to take into account any stock dividend, stock split,
combination of shares, subdivision or recapitalization of the capital stock
of Holdings), First Plaza and its Restricted Voting Transferees shall vote
all shares of Holdings' common stock held by them in favor of any other
directors standing for election to Holdings' Board of Directors for whom the
holders of a majority of the shares of Holdings' common stock held by the
Group shall direct First Plaza to vote.

The Stockholders Agreement further provides that until December 21,
1998, MSLEF II and its Restricted Voting Transferees shall vote all shares of
Holdings' common stock held by them against any unsolicited merger, or sale
of Holdings' business or its assets, if such transaction is opposed by the
holders of a majority of the shares of common stock held by the Group, unless
as of the applicable record date for such vote, the Group holds less than
ninety percent (90%) of the number of shares of Holdings' common stock held
by it in the aggregate at December 21, 1993 (as adjusted, if necessary, to
take into account any stock dividend, stock split, combination of shares,
subdivision or recapitalization of the capital stock of Holdings). Until
December 21, 1998, First Plaza and its Restricted Voting Transferees shall
vote all shares of common stock held by them against any unsolicited merger,
or sale of Holdings' business or its assets, if such transaction is opposed
by the holders of a majority of the shares of common stock held by the Group;
provided, however, that First Plaza and its Restricted Voting Transferees
shall not be required to vote their shares of Holdings' common stock in
accordance with the foregoing if (i) in connection with such merger or sale,
(x) First Plaza and its Restricted Voting Transferees propose to sell or
otherwise transfer all of their shares of Holdings' common stock to a third
party for aggregate cash consideration of less than $10 million and (y) the
Group and/or MSLEF II has not exercised their right of first refusal in
respect of such sale or transfer by First Plaza or such right of first
refusal in respect of the shares of Holdings' common stock held by First
Plaza shall have terminated, or (ii) as of the applicable record date for
such vote, the Group holds less than ninety percent (90%) of the number of
shares of Holdings' common stock held by it in the aggregate at December 21,
1993 (as adjusted, if necessary, to take into account any stock dividend,
stock split, combination of shares, subdivision or recapitalization of the
capital stock of Holdings).

DESCRIPTION OF CERTAIN SILGAN INDEBTEDNESS

Description of the Silgan Credit Agreement

The following is a summary of the terms of the Silgan Credit Agreement.

The Available Credit Facility. Pursuant to the Silgan Credit Agreement,
an aggregate of (i) $60 million of term loans designated as A Term Loans (the
"A Term Loans") and (ii) $80 million of term loans designated as B Term Loans
(the "B Term Loans," together with the A Term Loans, the "Term Loans") are
outstanding and owing to the Banks by Silgan, and the Banks have agreed to
lend to Containers and Plastics up to an aggregate of $70 million of working
capital loans (the "Working Capital Loans").

To secure the obligations of the Borrowers under the Silgan Credit
Agreement: (i) Silgan pledged to the Banks all of the capital stock of
Containers and Plastics held by Silgan; (ii) Containers pledged to the Banks
all of the capital stock of California-Washington Can Corporation ("CW Can")
held by Containers; (iii) Plastics pledged to the Banks 65% of the capital
stock of 827599 Ontario Inc. ("Canadian Holdco") held by Plastics; (iv)
Silgan, Containers, Plastics and CW Can each granted to the Banks security
interests in substantially all of their respective real and personal
property; and (v) Holdings pledged to the Banks all of the capital stock of
Silgan held by Holdings. Such collateral (other than the collateral
described in (v)) also secures on an equal and ratable basis the Secured
Notes, subject to intercreditor arrangements. Holdings and each of the
Borrowers have guaranteed on a secured basis all of the obligations of the
Borrowers under the Silgan Credit Agreement.

The aggregate amount of Working Capital Loans which may be outstanding
at any time is, subject to a borrowing base limitation, the sum of (i) 85% of
eligible accounts receivable and (ii) 50% of eligible inventory of
Containers, Plastics and CW Can.

Each of the Term Loans and each of the Working Capital Loans, at the
respective Borrower's election, consists of loans designated as Eurodollar
rate loans or as base rate loans. Subject to certain conditions, each of the
Term Loans and each of the Working Capital Loans can be converted from a base
rate loan into a Eurodollar rate loan and vice versa.

As of December 31, 1993, the outstanding principal amount of the A Term
Loans, the B Term Loans and the Working Capital Loans under the Silgan Credit
Agreement were $60 million, $80 million and $2.2 million, respectively.

Payment of Loans. Generally, the Working Capital Loans can be borrowed,
repaid and reborrowed from time to time until September 15, 1996, on which
date all Working Capital Loans mature. Amounts repaid under the Term Loans
cannot be reborrowed.

The B Term Loans mature on September 15, 1996 and are payable in full on
such date. The A Term Loans are payable in installments as follows:

A Term Loan
Scheduled Repayment Date Amount
------------------------ ------

September 30, 1994 . . . . . . . . . . . . $ 5,000,000
December 31, 1994 . . . . . . . . . . . . $ 15,000,000
September 30, 1995 . . . . . . . . . . . . $ 5,000,000
December 31, 1995 . . . . . . . . . . . . $ 15,000,000
September 15, 1996 . . . . . . . . . . . . $ 20,000,000

The Term Loans and Working Capital Loans may be prepaid, without penalty
or premium, at any time. The Term Loans are required to be prepaid, and the
working capital commitment may be required to be reduced, upon the occurrence
of, among other things, certain asset sales and certain sales of equity by
Silgan or Holdings and to the extent of 75% of Excess Cash Flow (as defined
in the Silgan Credit Agreement).

Interest and Fees. Interest on the Term Loans and the Working Capital
Loans is payable at certain margins over certain rates as summarized below.

Interest on base rate loans accrues at floating rates of the Applicable
Margin (as defined in the Silgan Credit Agreement) plus the highest of (i)
1/2 of 1% in excess of a formula rate based on the offering rate for
negotiable certificates of deposit with a three-month maturity, (ii) 1/2 of
1% in excess of the Federal Funds Rate, and (iii) Bankers Trust's then
applicable prime lending rate. Interest on Eurodollar rate loans accrues at
floating rates of the Applicable Margin over a formula rate determined with
reference to the rate offered by Bankers Trust for dollar deposits in the New
York interbank Eurodollar market.

Containers and Plastics are required to pay to the Banks, on a quarterly
basis, a letter of credit fee of 3.0% per annum on the daily average stated
amount of each letter of credit issued for the account of Containers or
Plastics. Containers and Plastics are also required to pay to Bankers Trust,
on a quarterly basis, a facing fee of 1/4 of 1% per annum on the daily
average stated amount of each letter of credit issued for the account of
Containers or Plastics.

Certain Covenants. The Silgan Credit Agreement contains numerous
financial and operating covenants, under which the Company must operate.
Failure to comply with any of such covenants permits the Banks to accelerate,
subject to the terms of the Silgan Credit Agreement, the maturity of all
amounts outstanding under the Silgan Credit Agreement.

The Silgan Credit Agreement restricts or limits each of the Borrowers'
and their respective subsidiaries' abilities: (i) to create certain liens;
(ii) to consolidate, merge or sell its assets and to purchase assets; (iii)
to pay dividends on, or repurchase shares of, its capital stock, except that,
among other things: (a) Silgan may pay dividends to Holdings under certain
circumstances; (b) Containers and Plastics may pay dividends to Silgan as
long as they remain wholly owned subsidiaries of Silgan, CW Can may pay
dividends to Containers, Canadian Holdco may pay dividends to Plastics and
Express may pay dividends to Canadian Holdco; and (c) Silgan may repurchase
or redeem stock options or SARs, issued to management of Containers and
Plastics under certain circumstances; (iv) to lease real and personal
property; (v) to create additional indebtedness, except for, among other
things: (a) certain indebtedness existing on the date of the Silgan Credit
Agreement; (b) indebtedness of Containers to Plastics or Plastics to
Containers; and (c) Silgan's indebtedness represented by the Secured Notes,
the 11-3/4% Notes and by the intercompany notes; (vi) to make certain
advances, investments and loans, except for, among other things: (a) loans
from Silgan to each of Containers and Plastics represented by intercompany
notes; (b) loans from Containers to Plastics or from Plastics to Containers;
and (c) loans from Containers and/or Plastics to Silgan not exceeding $15

million in aggregate principal amount outstanding at any time; (vii) to enter
into transactions with affiliates; (viii) to make certain capital
expenditures, except for, among other things, capital expenditures which do
not exceed in the aggregate for the Borrowers, such amounts, during such
periods, as set forth below:

Period Amount
------ ------

Calendar year ended December 31, 1993 . . . $46,500,000
Calendar year ended December 31, 1994 . . . $35,000,000
Calendar year ended December 31, 1995 . . . $30,000,000
Calendar year ended December 31, 1996 . . . $30,000,000

; provided, however, that to the extent capital expenditures made during any
period set forth above are less than the amounts set forth opposite such
period, such amount may be carried forward and utilized to make capital
expenditures in the immediately succeeding calendar year; (ix) to make any
voluntary payments, prepayments, acquire for value, redeem or exchange, among
other things, any 11-3/4% Notes or Secured Notes, or to make certain
amendments to the 11-3/4% Notes, the Secured Notes, the Borrowers' or their
respective subsidiaries' respective certificates of incorporation and by-
laws, or to certain other agreements; (x) with certain exceptions, to have
any subsidiaries other than Containers and Plastics with respect to Silgan,
CW Can with respect to Containers, and Canadian Holdco and Express with
respect to Plastics; (xi) with certain exceptions, to permit its respective
subsidiaries to issue capital stock; (xii) to permit its respective
subsidiaries to create limitations on the ability of any such subsidiary to
(a) pay dividends or make other distributions, (b) make loans or advances, or
(c) transfer assets; and (xiii) to engage in any business other than the
packaging business.

The Silgan Credit Agreement requires that Silgan own not less than 90%
of the outstanding common stock of Containers and Plastics and 100% of all
other outstanding capital stock of Containers and Plastics.

The Silgan Credit Agreement requires that the ratio of Consolidated
Current Assets (as defined below) to Consolidated Current Liabilities (as
defined below) of any of the Borrowers may not, at any time, be less than 2:1
and that the ratio of Bank EBITDA (as defined below) to Interest Expense (as
defined below) for any of the Borrowers may not be, for any period of four
consecutive fiscal quarters (or, if shorter, the period beginning on January
1, 1994 and ending on the last day of a fiscal quarter ended after January 1,
1994) (taken as one accounting period) ending during a period set forth
below, less than the ratio set forth opposite such period below:

Period Ratio
------ -----

Fiscal quarter ending March 31, 1994 . . . . . . . . 2.25:1
Fiscal quarter ending June 30, 1994 . . . . . . . . 2.35:1
Fiscal quarter ending September 30, 1994 . . . . . . 2.70:1
Fiscal quarter ending December 31, 1994 . . . . . . 2.70:1
January 1, 1995 to and including December 31, 1995 . 3.00:1
January 1, 1996 to and including September 30, 1996 3.40:1

In addition, the ratio of Total Indebtedness (as defined below) to
Consolidated Net Worth (as defined below) of any of the Borrowers is not
permitted to exceed on any date set forth below the ratio set forth opposite
such date:

Period Ratio

------ -----

December 31, 1994 . . . . . . . . . . . . . 5.00:1
December 31, 1995 . . . . . . . . . . . . . 3.25:1
August 31, 1996 . . . . . . . . . . . . . . 2.75:1

"Bank EBITDA" means for any period, EBIT, adjusted by adding thereto the
amount of all depreciation and amortization of intangibles (including
covenants not to compete), goodwill and loan fees that were deducted in
arriving at EBIT for such period.

"Consolidated Current Assets" means the current assets of Silgan and its
subsidiaries determined on a consolidated basis, provided that the unused
amounts of commitments for Working Capital Loans shall also be included as a
current asset of Silgan in making such determination.

"Consolidated Current Liabilities" means the current liabilities of
Silgan and its subsidiaries determined on a consolidated basis, provided that
the current portion of loans, and accrued interest thereon, under the Silgan
Credit Agreement, the current portion of any loans made by Silgan to
Containers or Plastics, the current portion of, and accrued interest on, the
Secured Notes and the 11-3/4% Notes from the last interest payment date shall
not be considered current liabilities for the purposes of making such
determination.

"Consolidated Net Worth" means the Net Worth of Silgan and its
subsidiaries determined on a consolidated basis, and "Net Worth" of any
person means the sum of its capital stock, capital in excess of par or stated
value of shares of its capital stock, retained earnings (without giving
effect to any noncash adjustments resulting from changes in value of employee
stock options), and any other account which, in accordance with generally
accepted accounting principles, constitutes stockholders' equity, less
treasury stock.

"EBIT" means for any period, the consolidated net income of Silgan and
its subsidiaries, before interest expense and provision for taxes and without
giving effect to any extraordinary noncash gains or extraordinary noncash
losses and gains from sales of assets (other than sales of inventory in the
ordinary course of business), any noncash adjustments resulting from changes
in value of employee stock options.

"Indebtedness" means, as to any person, without duplication, (i) all
indebtedness (including principal, interest, fees and charges) of such person
for borrowed money or for the deferred purchase price of property or
services, (ii) the face amount of all letters of credit issued for the
account of such person and all drafts drawn thereunder, (iii) all liabilities
secured by any lien on any property owned by such person, whether or not such
liabilities have been assumed by such person, (iv) the aggregate amount
required to be capitalized under leases under which such person is the lessee
and (v) all contingent obligations of such person.

"Interest Expense" means, for any period, the total consolidated
interest expense of Silgan and its subsidiaries for such period.

"Total Indebtedness" means the aggregate Indebtedness of Silgan and its
subsidiaries determined on a consolidated basis, provided that there shall be
excluded, in making such determination, indebtedness consisting of

capitalized lease obligations existing as of the effective date of the Silgan
Credit Agreement.

For purposes of all computations to determine compliance with the
financial covenants under the Silgan Credit Agreement, such computations are
to be made utilizing the accounting principles and policies in conformity
with those used to prepare Silgan's audited financial statements for the
fiscal year ended December 31, 1992. For purposes of determining the Net
Worth of Silgan, no effect is given to the Allowed Reduction (as defined in
the Silgan Credit Agreement).

The ability of Holdings to take certain actions is restricted or limited
pursuant to the terms of the Silgan Holdings Guaranty, dated as of June 30,
1989, as amended, made by Holdings in favor of the Banks and Bankers Trust,
as agent (the "Holdings Guaranty"). The Holdings Guaranty restricts or
limits Holdings' ability to, among other things: (i) create certain liens,
(ii) incur additional indebtedness, (iii) consolidate, merge or sell its
assets and to purchase or lease assets, (iv) pay dividends, (v) make loans or
advances and (vi) engage in any business other than holding Silgan's common
stock and making certain investments.

Events of Default. Events of default under the Silgan Credit Agreement
include, with respect to each of the Borrowers, as the case may be, among
others: (i) the failure to pay any principal on the Term Loans or the Working
Capital Loans, the failure to reimburse drawings under any letters of credit
when due or the failure to pay within two business days after the date such
payment is due interest on the Term Loans, the Working Capital Loans or any
unpaid drawings under any letter of credit or any fees or other amounts owing
under the Silgan Credit Agreement (collectively, a "Payment Default"); (ii)
any failure to pay amounts due under certain other agreements or any defaults
that result in or permit the acceleration of certain other indebtedness;
(iii) subject to certain limited exceptions, the breach of any covenants,
representations or warranties contained in the Silgan Credit Agreement or any
related document; (iv) certain events of bankruptcy, insolvency or
dissolution; (v) the occurrence of certain judgments, writs of attachment or
similar process against any of the Borrowers or any of their respective
subsidiaries; (vi) the occurrence of certain ERISA related liabilities; (vii)
a default under or invalidity of the guarantees (including an event of
default under the Holdings Guaranty) or of the security interests granted to
the Banks pursuant to the Silgan Credit Agreement; (viii) the failure of
Holdings to own 100% of the capital stock of Silgan (other than Silgan
Preferred Stock); and (ix) a Change of Control (as defined in the Holdings
Guaranty, the Secured Notes Purchase Agreement (as defined below), the
indenture relating to the 11-3/4% Notes or the Indenture) shall occur; and
(x) the requirement that Silgan repurchase 25% or more of the aggregate
principal amount of the Secured Notes then outstanding or any 11-3/4% Note or
Debenture as a result of a Change of Control (as defined in the agreements
and indentures relating thereto).

Upon the occurrence of any event of default under the Silgan Credit
Agreement, the Banks are permitted, among other things, to accelerate the
maturity of the Term Loans and Working Capital Loans and of all outstanding
indebtedness under the Silgan Credit Agreement and terminate their commitment
to make any further Working Capital Loans or to issue any letters of credit.

Description of the Secured Notes

The Secured Notes, which were issued on June 29, 1992 pursuant to a
secured notes purchase agreement (as such agreement may be amended from time
to time, the "Secured Notes Purchase Agreement"), constitute senior
indebtedness of Silgan, are limited to an aggregate principal amount of $50
million, and mature on June 30, 1997. The Secured Notes are secured by a

first lien (subject to permitted liens) on substantially all of the assets of
Silgan and its subsidiaries. Such collateral also secures on an equal and
ratable basis, subject to certain intercreditor arrangements, all other
Secured Obligations (as defined in the Secured Notes Purchase Agreement),
including indebtedness of Silgan and its subsidiaries under the Silgan Credit
Agreement. In addition, the obligations of Silgan under the Secured Notes
and the Secured Notes Purchase Agreement are guaranteed by Containers and
Plastics.

The Secured Notes bear interest at a rate of three-month LIBOR plus 300
basis points.

The Secured Notes are redeemable at the option of Silgan at par plus
accrued and unpaid interest to the redemption date. Net cash proceeds from
(i) certain asset sales and (ii) the issuance of capital stock by any
Restricted Subsidiary (as defined in the Secured Notes Purchase Agreement) of
Silgan, are required to be applied to prepay the Secured Notes and
indebtedness under the Silgan Credit Agreement on a pro rata basis, subject
to certain exceptions. In the event of a Change of Control (as defined in
the Secured Notes Purchase Agreement), each holder of a Secured Note has the
right to require Silgan to repurchase such holder's Secured Notes at a
purchase price equal to 100% of the principal amount thereof plus accrued
interest.

The Secured Notes contain certain restrictive covenants including,
subject to certain exceptions, the following: (i) limitations on the ability
of Silgan and its Restricted Subsidiaries to grant liens on any property;
(ii) limitations on the ability of Silgan and its Restricted Subsidiaries to
incur indebtedness; (iii) limitations on payments of dividends and purchases
of the capital stock of Silgan and its Restricted Subsidiaries; (iv)
restrictions on repayments of subordinated indebtedness; (v) limitations on
investments by Silgan or any Restricted Subsidiary in affiliates of Silgan or
in any Unrestricted Subsidiary (as defined in the Secured Notes Purchase
Agreement); (vi) limitations on the incurrence by Silgan and its Restricted
Subsidiaries of any restriction on the ability of any Restricted Subsidiaries
to pay dividends or repay any indebtedness owed to, or transfer any property
or assets to, Silgan or any Restricted Subsidiary; (vii) limitations on
transactions with affiliates; and (viii) limitations on Silgan's ability to
effect certain mergers, consolidations and transfers of assets. The
covenants referred to in clauses (ii) through (viii) above are substantially
similar to the comparable covenants that are contained in the indenture
relating to the 11-3/4% Notes, except that the covenant referred to in clause
(ii) above is more restrictive than the comparable covenant contained in such
indenture and becomes even more restrictive over the term of the Secured
Notes. However, none of the covenants relating to the Secured Notes are more
restrictive upon Silgan or any Restricted Subsidiary than the corresponding
restrictive covenant in the Silgan Credit Agreement. See "--Description of
the Silgan Credit Agreement" and "--Description of the 11-3/4% Notes."

Events of default under the Secured Notes include: (i) failure to pay
principal or premium, if any, when due, or to pay interest within 30 days of
when due; (ii) failure by Silgan to comply with any of its covenants or
agreements under the Secured Notes and the continuance of such failure for 30
days after written notice; (iii) an acceleration of certain other
indebtedness of Silgan; (iv) certain events of bankruptcy of Silgan or any
Significant Subsidiaries (as defined in the Secured Notes Purchase
Agreement); and (v) a judgment is rendered against Silgan or certain
Subsidiaries for an amount in excess of $5 million which is not discharged
within 60 days.

Description of the 11-3/4% Notes

Silgan sold the 11-3/4% Notes in a public offering on June 29, 1992.
The 11-3/4% Notes bear interest at a rate of 11-3/4% per annum. The 11-3/4%
Notes are redeemable at any time on and after June 15, 1997 at the option of
Silgan, in whole or in part, at 105.875% of their principal amount plus

accrued interest, declining to 100% of their principal amount plus accrued
interest on or after June 15, 1999. In the event of a Change of Control,
each holder of the 11-3/4% Notes may require Silgan to repurchase its 11-3/4%
Notes at 101% of the principal amount plus accrued interest. The indenture
relating to the 11-3/4% Notes (the "11-3/4% Notes Indenture") contains
certain covenants that, among other things, direct the application of the
proceeds from certain asset sales, limit the ability of Silgan and its
subsidiaries to incur indebtedness, make certain payments with respect to
their capital stock, make prepayments of certain indebtedness, make loans or
investments to entities other than Restricted Subsidiaries (as defined in the
11-3/4% Notes Indenture), enter into transactions with affiliates, engage in
mergers or consolidations, and, with respect to Silgan's subsidiaries, issue
stock.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain federal income tax
consequences associated with the purchase, ownership and disposition of the
Debentures but does not purport to be a complete analysis of all the
potential tax effects of such purchase, ownership and disposition. This
summary is based on existing laws, regulations, proposed regulations, rulings
and judicial decisions, all of which are subject to change. In particular,
the proposed regulations issued with respect to OID in 1986 (and amended in
1989 and 1991) (the "1986 Proposed Regulations") were withdrawn as of
December 21, 1992, the date of issuance of new proposed regulations relating
to OID (the "1992 Proposed Regulations"). The 1992 Proposed Regulations,
which substantially revised the 1986 Proposed Regulations, are generally
proposed to be effective for debt instruments issued on or after the date
that is 60 days after the date such proposed regulations are issued in final
form. The IRS, however, intends to treat the 1986 Proposed Regulations as
substantial authority for debt instruments issued prior to December 21, 1992.
Any change to the 1986 Proposed Regulations, or to the existing laws,
regulations, proposed regulations, rulings and judicial decisions, could
apply retroactively in a manner that could adversely affect a holder of one
or more of the Debentures. Accordingly, holders of Debentures are urged to
monitor the substance and effective dates of the 1992 Proposed Regulations
(including the finalization thereof).

This summary deals only with Debentures held as capital assets within
the meaning of Section 1221 of the Code (generally property held for
investment). It does not address all aspects of the federal income tax
consequences of holding Debentures that may be relevant to a particular
investor in the context of such investor's individual investment circumstance
or to investors in special tax situations, such as life insurance companies,
banks, tax-exempt organizations, dealers in securities and foreign persons or
foreign entities. This summary does not discuss tax consequences under
state, local, or foreign tax laws. Persons considering the purchase of
Debentures should consult their own tax advisors concerning the application
of United States federal income tax laws, as well as the laws of any state,
local or foreign taxing jurisdictions, to their particular situations.

The following discussion, subject to the qualifications stated herein,
describes the material federal income tax considerations relevant to the
purchase, ownership and disposition of the Debentures and constitutes the
opinion of Winthrop, Stimson, Putnam & Roberts, counsel to Holdings. Such
opinion represents its best legal judgment, but it will not be binding on the
IRS or the courts. Holdings has not sought, nor does it intend to seek, a
ruling from the IRS that its position as reflected in the following
discussion will be accepted by the IRS.

Certain provisions of the Code applicable to the issuance, purchase,
ownership and disposition of the Debentures were added or have been

substantially modified by recent legislation. Although the 1986 Proposed
Regulations address some aspects of these provisions, there are no final
regulations, rulings or judicial decisions which provide definitive guidance
as to the interpretation of certain relevant provisions. Moreover, the 1986
Proposed Regulations are ambiguous in certain respects, and their potential
application to the Debentures is unclear because they do not address, or are
subject to varying interpretations with regard to, several relevant issues.
Holdings has adopted the positions described below as reflecting the
appropriate federal income tax treatment of the Debentures, but such
positions may be changed with the issuance of final regulations, or otherwise
upon clarification by the IRS of the proper treatment of instruments such as
the Debentures. For example, the 1992 Proposed Regulations address certain
ambiguities in the 1986 Proposed Regulations, such as the application of the
aggregation rules and what constitutes an intention to call prior to
maturity. Accordingly, the ultimate federal income tax treatment of the
Debentures may differ from that discussed below. The discussion set forth
below with respect to the tax treatment of the holder relating to OID, market
discount and premium assumes that the Debentures are subject to the
Applicable High Yield Discount Rules (as described below), but that no
portion of the tax deduction for OID will be disqualified and treated as
dividend income because their yield does not exceed six percentage points
plus the applicable Federal rate in effect as of the date of original issue.
For a discussion of the special tax treatment of holders of the Debentures
and Holdings because the Debentures are subject to such rules, see the
discussion below under "Applicable High Yield Discount Rules."

Original Issue Discount on the Debentures. The Debentures were issued
with "OID" within the meaning of Section 1273 of the Code. Holders of the
Debentures (including holders who are cash basis taxpayers) will be required
to include such OID in income as interest on a constant yield to maturity
basis prior to the receipt of cash attributable to such income as described
below.

OID is the difference between a Debenture's "stated redemption price at
maturity" and its "issue price." The issue price of a Debenture is the
initial offering price to the public (excluding underwriters or wholesalers)
at which price a substantial amount of such Debentures were sold. The 1986
Proposed Regulations state that the stated redemption price at maturity of a
debt instrument is the sum of its principal amount plus all other payments
required thereunder, other than "qualified periodic interest payments." The
interest payments on the Debentures will not constitute "qualified periodic
interest payments," and thus will be included along with principal in the
stated redemption price at maturity of the Debentures. As a result, each
Debenture was issued with OID in an amount equal to the excess of (i) the sum
of its principal amount and all stated interest payments over (ii) its issue
price.

The Debentures had an issue price (for each $1,000 principal amount) of
$601.58. Based upon the discussion in the preceding paragraph, the stated
redemption price at maturity of the Debentures is $1,861.25 (for each $1,000
principal amount). Therefore, subject to the discussion below, the
Debentures had OID at original issue (for each $1,000 principal amount) in
the amount of $1,259.67.

A holder of a Debenture must include in income as interest the OID on
the Debenture as it accrues, but (except as discussed below with respect to
market discount) such holder will not be required to include in income any
cash payments received by such holder on the Debenture even if such payment
is denominated as interest. The amount required to be included in a holder's
income as OID in a taxable year will be determined by allocating to each day
during such taxable year on which the holder holds the Debenture a pro rata
portion of the OID on the Debenture attributable to the accrual period (that
is, the six-month period that ends on a day of the calendar year
corresponding to the maturity date or the date six months before such

maturity date) in which such day is included. The amount of OID attributable
to an accrual period is the product of (i) the adjusted issue price at the
beginning of such accrual period (that is, the issue price plus OID
attributable to prior accrual periods (disregarding any reduction on account
of an Acquisition Premium (as defined below)) less any cash payments during
such prior accrual periods) multiplied by (ii) their yield to maturity of
13.25% (divided by the number of accrual periods per year). If a holder pays
an Acquisition Premium for a Debenture, the amount of such premium will
reduce the amount of OID that such holder must include in income with regard
to that Debenture.

Holdings' option to redeem the Debentures at any time after issuance at
100% of their principal amount plus accrued and unpaid interest to the
redemption date will be treated as a "call option" within the meaning of the
1986 Proposed Regulations. As a result, Holdings will be presumed under the
1986 Proposed Regulations to exercise its option to redeem the Debentures if,
by utilizing the date of exercise of the call option as the maturity date and
the amount for which the Debentures could be redeemed in accordance with the
terms of the redemption feature as the stated redemption price at maturity,
the yield on the Debentures would be lower than such yield would be if the
option were not exercised. Under this rule, Holdings' option to redeem the
Debentures should not be presumed exercised since the Debentures should have
a semi-annual yield of 13.25%, compounded semi-annually, regardless of when
they are called.

A holder's initial tax basis in a Debenture will be equal to the price
paid for such Debenture. A holder's basis in a Debenture will be increased
by the amount of any OID includible in the holder's income under the rules
discussed above (and by any market discount includible in the holder's income
under the rules described below) and decreased by any cash payments (other
than qualified periodic interest payments) received by such holder with
respect to the Debenture.

Additional Original Issue Discount Considerations. If a holder owns
both the Debentures and either the 11-3/4% Notes or the Secured Notes, or
possibly if a holder owns only the Debentures, but the Debentures are not
traded on an established securities market, the 1986 Proposed Regulations
could, under certain circumstances, be interpreted to require that such debt
instruments be aggregated and treated as a single debt instrument for
purposes of computing OID, which treatment could result in a distortion in
the amount of OID included in income by holders of the Debentures. In any
event, a holder of the Debentures who does not also hold either the 11-3/4%
Notes or the Secured Notes should not be subject to these aggregation rules
if the Debentures are treated as separately traded on an established
securities market. Moreover, absent further clarification of the 1986
Proposed Regulations, Holdings does not intend to treat any of the Debentures
as being subject to these aggregation rules.

If Holdings is considered to have issued the Debentures with an
intention to call them prior to maturity, then any gain realized on the sale
or redemption of such Debentures would be treated as ordinary income to the
extent that the entire OID on the Debentures exceeded the OID previously
includible in the income of any holder (disregarding any reduction on account
of an Acquisition Premium). The 1986 Proposed Regulations do not describe
what constitutes an intention to call prior to maturity. Under the 1986
Proposed Regulations the existence of provisions such as the optional call
feature could be interpreted by the IRS as indicating such an intention.

Disposition of Debentures. Generally any sale or redemption of
Debentures will result in taxable gain or loss equal to the difference
between the amount of cash or other property received and the holder's
adjusted tax basis in the Debentures. Generally, a holder's adjusted tax
basis will equal the amount paid for the Debenture, adjusted as described
above under the OID rules and as described below under the rules relating to
market discount and premium. Except to the extent that the market discount
rules described below apply, such gain or loss generally would be capital

gain or loss if the Debentures were held as a capital asset and if at the
time the Debentures were issued Holdings did not have an intention to call
the Debentures before maturity. Any capital gain or loss would be long-term
gain or loss if the Debentures were held for the applicable long-term holding
period (currently, more than one year).

Market Discount. The sale of the Debentures may be affected by the
market discount provisions of the Code. Generally, market discount will
exist to the extent a holder's purchase price for a Debenture is less than
the revised issue price of the Debenture. Under a statutory de minimis rule,
however, market discount on a debt instrument will be considered to be zero
for purposes of the rules discussed below if such market discount is less
than 0.25% of the stated redemption price of the debt instrument at maturity
(or possibly, in the case of the Debentures, their revised issue price when
acquired) multiplied by the number of complete years (that is, rounding down
for partial years) to maturity (after the holder acquires the instrument).
The revised issue price for a Debenture equals the issue price plus the
amount of OID includible in the income of all holders for periods prior to a
holder's acquisition (disregarding any deduction on account of an Acquisition
Premium), presumably less any cash payments on the Debentures.

Generally, a holder of a Debenture who acquires the Debenture with
market discount will be required to treat any gain realized upon the sale or
other disposition of such Debenture as ordinary income to the extent of the
market discount that accrued (but was not previously included in income)
during the period such holder held the Debenture. Market discount on a debt
instrument generally accrues on a straight-line basis in equal daily portions
or, at the election of the holder, under a constant interest method. If a
holder disposes of a Debenture in any transaction other than a sale, exchange
or involuntary conversion (for example, as a gift), that holder generally is
treated as having an amount realized equal to the fair market value of the
Debenture and will be required to recognize as ordinary income any gain on
disposition to the extent of the accrued and previously unrecognized market
discount. As a result of this rule, a holder may be required to recognize
ordinary income on the disposition of a Debenture, even though the
disposition would not otherwise be taxable.

If principal is paid in more than one installment, any partial principal
payment must be included in gross income as ordinary income to the extent
such payment does not exceed accrued market discount on the instrument. This
rule presumably would apply to a holder of a Debenture with market discount
if such Debenture were redeemed in part. Furthermore, if a cash payment that
is denominated as an interest payment is received, the holder must include in
income at the time such cash payment is received the portion of the
unrecognized market discount that accrued prior to the receipt of such cash
payment (up to the amount of such payment).

Generally, a holder of a Debenture who has acquired the Debenture with
market discount will also be required to defer deduction of a portion of
interest on debt incurred or continued to purchase or carry the Debenture
until disposition of the Debenture in a taxable transaction. If a holder
incurs or continues indebtedness to purchase or carry a Debenture acquired at
a market discount, "net direct interest expense" arising from the
indebtedness is allowed as a current deduction only to the extent it exceeds
the portion of market discount allocable to the days during the year on which
the Debenture was held by the holder. Net direct interest expense is the
excess, if any, of the amount of interest paid or accrued during the taxable
year on such indebtedness over the aggregate amount of interest (including
OID) includible in gross income for the taxable year with respect to the
Debenture. Net direct interest expense that exceeds the amount currently
deductible is allowable as a deduction in any subsequent year, to the extent
it does not exceed net interest income (that is, interest income on the
Debenture, including OID, less interest on indebtedness incurred or continued
to purchase or carry the Debenture) for such year, if a proper election is

made. Disallowed interest deductions, if any, remaining at the time of any
taxable disposition of the Debenture would be treated as interest paid or
accrued in the year of disposition.

A holder may elect to include market discount in income as such discount
accrues with a corresponding increase in the holder's tax basis in the
Debenture. If a holder so elects, the foregoing rules regarding the
treatment as ordinary income of gain upon a disposition of the Debenture and
upon receipt of certain cash payments, and regarding the deferral of interest
deductions on indebtedness related to a Debenture, would not apply. Once
made, such an election applies to all debt obligations of the holder that are
purchased at a market discount on or after the first day of the taxable year
for which the election is made, and all subsequent taxable years of the
holder, unless the IRS consents to a revocation of the election. Holders are
urged to consult their own tax advisors with regard to the advisability of
making such an election, or any of the other elections with respect to market
discount described above.

The market discount rules of the Code do not completely address the
treatment of market discount on a debt instrument having the deferred
interest feature of the Debentures, and Treasury regulations implementing the
market discount rules have not been promulgated. Therefore, the treatment of
the Debentures under those market discount rules is not entirely clear and
holders are urged to consult their own tax advisors in respect of such
treatment.

Acquisition Premium. A purchaser of a Debenture who acquires such
Debenture at a cost in excess of its adjusted issue price and less than or
equal to its stated redemption price at maturity, reduced by the amount of
any payment previously made on the Debenture, will be considered to have
purchased such Debenture at an "Acquisition Premium." Under the Acquisition
Premium rules contained in the Code, generally, such purchaser will be
entitled to a reduction in the amount of OID otherwise includible in income
with respect to such Debenture. If a holder purchases a Debenture for a cost
in excess of its stated redemption price at maturity, reduced by the amount
of any payment previously made on the Debenture, such holder should consult a
tax advisor to determine the advisability of an election, if available, to
amortize as an offset to interest income such excess as bond premium pursuant
to Code section 171 (with a corresponding reduction to the holder's tax basis
in the Debenture). An election to amortize bond premium applies to all
taxable debt obligations then owned and thereafter acquired by the holder and
may be revoked only with the permission of the IRS.

Applicable High Yield Discount Rules. Holdings will not be entitled to
an interest deduction in respect of a Debenture in the same amount and at the
same time that a taxable holder of Debentures would be required to include
OID in its gross income because the Debentures represent AHYDOs within the
meaning of Section 163(i) of the Code. Generally, an AHYDO is defined as a
corporate debt instrument with (i) a maturity date in excess of five years
from its issue date, (ii) a yield to maturity equal to, or in excess of, five
percentage points plus the "applicable federal rate" ("AFR") in effect for
the month in which the debt instrument is issued, and (iii) "significant
OID." The AFR is a Treasury related interest rate that changes from month to
month and is published by the IRS for long-term, mid-term, and short-term
debt instruments, in each case, about two weeks before becoming effective for
a particular month. No regulations, proposed or otherwise, have been issued
with respect to the AHYDO rules and these provisions are ambiguous in certain
respects, are subject to differing interpretations, and their interaction
with the 1986 Proposed Regulations is not clear.

Under Section 163(e)(5) and (i) of the Code, a corporate issuer of an
AHYDO generally is not allowed a deduction for the disqualified portion of

the OID on the obligation, and the remainder of the OID is not allowable as a
deduction until paid in cash or property (other than stock or debt of the
issuer or a related party). The "disqualified portion" of the OID is the
lesser of (i) the amount of the OID on the instrument or (ii) the portion of
the total return on such instrument that bears the same ratio to the total
return as the "disqualified yield" bears to the yield to maturity on the
instrument. The term "disqualified yield" means the portion of the yield
that exceeds the AFR plus six percentage points. A holder of an AHYDO must
include OID in income under the general OID provisions of the Code regardless
of the deferral or disallowance of the interest deduction to the issuer,
except that, for purposes of the dividends received deduction, corporate
holders of AHYDOs would be treated as receiving distributions with respect to
the stock of the issuer (rather than interest) to the extent of the
disqualified portion of the OID and to the extent that such distribution
would have been treated as a dividend.

The Debentures have a term in excess of five years, a yield to maturity
of 13.25%, which exceeds five percentage points plus 7.74% (the AFR in effect
for June 1992) and bear significant OID. Thus, the Debentures will be
treated as AHYDOs and Holdings and holders of the Debentures will be subject
to the rules summarized above except that there will be no "disqualified
portion" of OID since their yield does not exceed the AFR plus six percentage
points. As a result, a portion of the tax deductions that would otherwise be
available to Holdings in respect of the Debentures will be deferred (until
their maturity or sooner upon early repayment in cash or qualified property)
which, in turn, might reduce the after-tax cash flows of Holdings and its
subsidiaries. Holdings expects to utilize the net operating loss
carryforwards available to the Company to offset (but not eliminate) the
effect of such deferral, subject to otherwise applicable limitations on the
utilization of such carryforwards. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Capital Resources and
Liquidity."

As explained above, because the Debentures' yield is less than the AFR
plus six percentage points, tax deductions for OID on the Debentures will be
deferred until paid in cash or qualified property, but should not be
disallowed under the AHYDO rules. Prospective purchasers should be aware,
however, that the IRS has broad authority to issue regulations under the
AHYDO rules with retroactive effect which may affect the timing or
availability of tax deductions for OID on the Debentures.

Backup Withholding. Under Section 3406 of the Code and applicable
Treasury regulations, a holder of a Debenture may be subject to backup
withholding at a rate of 31% of certain amounts paid or deemed paid
(including OID) to the holder unless such holder (i) is a corporation or
comes within certain other exempt categories and, when required, provides
proof of such exemption or (ii) provides a correct taxpayer identification
number, certifies that he has not lost exemption from backup withholding, and
has met the requirements for the reporting of previous income set forth in
the backup withholding rules. Holders of Debentures should consult their tax
advisors as to their qualification for exemption from withholding and the
procedure for obtaining such an exemption. Amounts paid as backup
withholding do not constitute an additional tax and will be credited against
the holder's federal income tax liability.

EXCEPT AS DISCUSSED ABOVE, NO INFORMATION IS PROVIDED HEREIN AS TO THE
TAX TREATMENT OF HOLDERS OF THE DEBENTURES UNDER APPLICABLE UNITED STATES OR
OTHER TAX LAWS. THE DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND
MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR SITUATION. FOR
EXAMPLE, THE DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO HOLDERS WHO ARE
NOT CITIZENS OR RESIDENTS OF THE UNITED STATES. THEREFORE, PROSPECTIVE
PURCHASERS OF DEBENTURES ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS
REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND

DISPOSING OF THE DEBENTURES, INCLUDING THE APPLICATION OF FEDERAL, STATE,
LOCAL AND FOREIGN TAX LAWS AND POSSIBLE FUTURE CHANGES IN SUCH TAX LAWS.

MARKET-MAKING ACTIVITIES OF
MORGAN STANLEY

The Prospectus is to be used by Morgan Stanley in connection with offers
and sales of the Debentures in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Morgan
Stanley may act as principal or agent in such transactions. Morgan Stanley
has no obligation to make a market in the Debentures, and may discontinue its
market-making activities at any time without notice, in its sole discretion.

Morgan Stanley acted as underwriter in connection with the original
offering of the Debentures and received an underwriting discount of
$5,790,208 in connection therewith.

As of the date of this Prospectus, MSLEF II owns 38.48% of the
outstanding common stock of Holdings. See "Securities Ownership of Certain
Beneficial Owners and Management--Certain Beneficial Owners of Holdings'
Capital Stock." Morgan Stanley also acted as the underwriter for the Silgan
Notes Offering and the purchaser for the private placement of the Secured
Notes, for which it was paid an aggregate of $5,742,500. For a description
of certain transactions between Holdings, and Morgan Stanley and affiliates
of Morgan Stanley, see "Certain Transactions."

In connection with the original offering of the Debentures, Holdings
agreed to indemnify Morgan Stanley, as the underwriter, and A.G. Edwards &
Sons, Inc., as a "qualified independent underwriter," against certain
liabilities, including liabilities under the Securities Act.

Morgan Stanley has provided, and continues to provide, investment
banking services to Holdings and its affiliates.

LEGAL MATTERS

The legality of the Debentures has been passed on for Holdings by
Winthrop, Stimson, Putnam & Roberts, Financial Centre, 695 East Main Street,
Stamford, Connecticut 06901. G. William Sisley, a partner in Winthrop,
Stimson, Putnam & Roberts, is Secretary of Holdings and Silgan. Winthrop,
Stimson, Putnam & Roberts from time to time represents Morgan Stanley in
connection with certain legal matters unrelated to its representation of
Holdings.

EXPERTS

The consolidated financial statements of Holdings at December 31, 1993
and 1992, and for each of the three years in the period ended December 31,
1993 appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon appearing elsewhere herein and in the Registration Statement, and are
included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

The consolidated financial statements of Silgan at December 31, 1993 and
1992, and for each of the three years in the period ended December 31, 1993
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young, independent auditors, as set forth in their report thereon
appearing elsewhere herein and in the Registration Statement, and are

included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

The 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 appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon appearing elsewhere herein and in the Registration statement, and are
included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

SILGAN HOLDINGS INC.:

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . F-3

Consolidated Balance Sheets at December 31, 1993 and 1992 . . . . . . . . F-4

Consolidated Statements of Operations for the years ended
December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . F-6

Consolidated Statements of Deficiency in Stockholders' Equity
for the years ended December 31, 1993, 1992 and 1991 . . . . . F-7

Consolidated Statements of Cash Flows for the years ended December
31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . F-8

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . F-10

SILGAN CORPORATION:

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . F-31

Consolidated Balance Sheets at December 31, 1993 and 1992 . . . . . . . F-32

Consolidated Statements of Operations for the years ended
December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . F-33

Consolidated Statements of Common Stockholder's Equity for the years
ended December 31, 1993, 1992 and 1991 . . . . . . . . . . . F-34

Consolidated Statements of Cash Flows for the years ended
December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . F-35

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . F-37

DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS:

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . F-58

Statement of Assets, Liabilities and Net Assets at
June 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . F-59

Schedule of Sales and Cost of Sales for the Year
ended June 30, 1993 . . . . . . . . . . . . . . . . . . . . F-60

Notes to Financial Statement and Schedule . . . . . . . . . . . . . . . F-61

Statement of Assets, Liabilities and Net Assets at
September 30, 1993 (unaudited) . . . . . . . . . . . . . . . F-64

Schedule of Sales and Cost of Sales for the Three
Months ended September 30, 1993 and 1992 (unaudited) . . . . F-65

Notes to Financial Statement and Schedule . . . . . . . . . . . . . . . F-66

ADDITIONAL FINANCIAL INFORMATION:

SILGAN CORPORATION:

Pro Forma Unaudited Combined Statement of Operations
for the year ended December 31, 1993 . . . . . . . . . . . F-68

Notes to Pro Forma Unaudited Combined Statement of Operations F-70

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Silgan Holdings Inc.

We have audited the accompanying consolidated balance sheets of Silgan
Holdings Inc. as of December 31, 1993 and 1992, and the related
consolidated statements of operations, deficiency in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1993. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Silgan Holdings Inc. at December 31, 1993 and 1992, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, in
1993, the Company changed its method of accounting for postretirement
benefits other than pensions, income taxes and postemployment benefits.

Ernst & Young
Stamford, CT
March 10, 1994

F-3 <PAGE>

SILGAN HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
December 31, 1993 and 1992
(Dollars in thousands)

ASSETS 1993 1992
Current assets:
Cash and cash equivalents $ 224 $ 2,887
Accounts receivable, less allowances for
doubtful accounts of $1,084 and $1,643 for
1993 and 1992, respectively 44,409 44,557
Inventories 108,653 75,007
Prepaid expenses and other current assets 3,676 4,052
Total current assets 156,962 126,503

Property, plant and equipment, at cost:
Land 4,469 3,743
Buildings and improvements 56,087 50,382
Machinery and equipment 352,409 270,845
Construction in progress 19,894 15,334
432,859 340,304

Less accumulated depreciation and amortization (142,464) (116,425)

Net property, plant and equipment 290,395 223,879

Other assets 50,276 38,653

$497,633 $389,035

See accompanying notes.

F-4 <PAGE>

SILGAN HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
December 31, 1993 and 1992
(Dollars in thousands)

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY 1993 1992
Current liabilities:
Working capital loans $ 2,200 $ 40,400
Current portion of term loans 20,000 20,899
Trade accounts payable 31,913 27,956
Accrued payroll and related costs 20,523 19,242
Accrued interest payable 783 1,067
Accrued expenses and other current liabilities 21,385 14,977
Total current liabilities 96,804 124,541

Term loans 120,000 21,681
Senior secured notes 50,000 50,000
11 3/4% Senior subordinated notes 135,000 135,000
13 1/4% Senior discount debentures 200,718 176,551
Deferred income taxes 6,836 5,788
Other long-term liabilities 33,242 13,458

Class A common stock, $0.01 par value, subject to
put option, valued at fair market value, 500,000
shares authorized, 417,500 shares issued and
outstanding (Note 14) 25,050 14,613

Deficiency in stockholders' equity:
Common stock $0.01 par value:
Class B: 667,500 shares authorized, 667,500
and 417,500 shares issued and outstanding in
1993 and 1992, respectively. 7 4
Class C: 1,000,000 shares authorized, 50,000
shares issued and outstanding 1 1
Additional paid-in capital 33,606 18,609
Accumulated deficit (203,631) (171,211)
Total deficiency in stockholders' equity (170,017) (152,597)

$497,633 $389,035

See accompanying notes.

F-5
<PAGE>

SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Net sales $645,468 $630,039 $678,211

Cost of goods sold 571,174 554,972 605,185

Gross profit 74,294 75,067 73,026

Selling, general and
administrative expenses 32,460 32,784 34,129

Income from operations 41,834 42,283 38,897

Interest expense and other
related financing costs 54,265 57,091 55,996

Minority interest expense - 2,745 3,889

Other (income) expense 35 25 (396)

Loss before income taxes (12,466) (17,578) (20,592)

Income tax provision (Note 8) 1,900 2,200 -

Loss before extraordinary
charges and cumulative effects of
changes in accounting principles (14,366) (19,778) (20,592)

Extraordinary charges relating to
early extinguishment of debt (1,341) (23,597) -

Cumulative effect of changes in accounting
principles (Notes 2, 8 & 16) (6,276) - -

Net loss $(21,983) $(43,375) $(20,592)

See accompanying notes.

F-6 <PAGE>

SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

Total
Class B & C Additional deficiency in
Common paid-in Accumulated stockholders'
stock capital (deficit) equity

Balance at December 31, 1990 $ 5 $18,609 $(107,244) $(88,630)

Net loss - - (20,592) (20,592)

Balance at December 31, 1991 5 18,609 (127,836) (109,222)

Net loss - - (43,375) (43,375)

Balance at December 31, 1992 5 18,609 (171,211) (152,597)

Issuance of 250,000 shares
of Class B Common Stock 3 14,997 - 15,000

Adjustment to the fair market
value of the Class A Common
Stock subject to put option
(Note 14) - - (10,437) (10,437)

Net loss - - (21,983) (21,983)

Balance at December 31, 1993 $ 8 $ 33,606 $(203,631) $(170,017)

See accompanying notes.

F-7
<PAGE>

SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991
Cash flows from operating activities:
Net loss $ (21,983) $(43,375) $(20,592)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation 31,607 29,538 30,019
Amortization 5,488 5,097 4,712
Accretion of discount on discount
debentures 24,167 11,116 -
Minority interest expense - 2,745 3,889
Interest on senior reset debentures
to be paid in additional debentures - - 25,505
Other items 342 1,215 324
Extraordinary charges relating
to early extinguishment of debt 1,341 23,597 -
Cumulative effect of changes in
accounting principles 6,276 - -
Changes in assets and liabilities,
net of effect of acquisitions:
(Increase) decrease in accounts
receivable 707 (8,705) 23,539
(Increase) decrease in inventories (4,316) 5,541 8,471
Increase (decrease) in trade
accounts payable 3,757 (4,330) (10,448)
Other, net 749 (6,999) (4,260)
Total adjustments 70,118 58,815 81,751
Net cash provided by operating
activities 48,135 15,440 61,159

Cash flows from investing activities:
Acquisition of Del Monte Can
Manufacturing Assets (73,865) - -
Capital expenditures (42,480) (23,447) (21,834)
Proceeds from sale of assets 262 429 12,028
Net cash used in investing activities (116,083) (23,018) (9,806)

Contined on following page.

F-8 <PAGE>

SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Cash flows from financing activities:
Borrowings under working capital loans 328,050 316,050 357,560
Repayments under working capital loans (366,250) (296,850) (372,960)
Repayment of term loans (42,580) (40,205) (36,507)
Proceeds from issuance of term loans 140,000 - -
Proceeds from issuance of common stock 15,000 - -
Proceeds from issuance of senior
secured notes - 50,000 -
Proceeds from issuance of
11 3/4% senior subordinated notes - 135,000 -
Proceeds from issuance of 13 1/4%
senior discount debentures - 165,435 -
Redemption of 14% senior
subordinated notes - (89,250) -
Redemption of Silgan preferred stock - (31,508) -
Redemption of senior reset debentures - (181,588) -
Cash dividends paid on Silgan
preferred stock - (1,137) -
Debt financing costs (8,935) (17,300) -
Net cash provided (used) by
financing activities 65,285 8,647 (51,907)

Net increase (decrease) in cash and
cash equivalents (2,663) 1,069 (554)

Cash and cash equivalents at
beginning of year 2,887 1,818 2,372

Cash and cash equivalents at
end of year $ 224 $ 2,887 $ 1,818

Supplementary data:
Interest paid $ 25,733 $ 46,757 $ 27,503
Income taxes paid, net of refunds 722 1,206 764

See accompanying notes.

F-9 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

1. Basis of Presentation

Silgan Holdings Inc. ("Holdings", together with its wholly owned
subsidiary, "the Company"), a company controlled by Silgan management and
Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF II"), an affiliate of
Morgan Stanley & Co. Incorporated ("MS & Co."), own all the outstanding
common stock of Silgan Corporation ("Silgan"). Silgan has two operating
subsidiaries, Silgan Containers Corporation ("Containers") and Silgan
Plastics Corporation ("Plastics").

The Company is engaged in the packaging business which includes the
manufacture and sale of steel, aluminum and paperboard containers, mainly
to processors and packagers of food products, and the design, manufacture
and sale of various plastic containers, mainly for food, beverage,
household, pharmaceutical and personal care products.

2. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany transactions have been
eliminated. Assets and liabilities of the Company's foreign subsidiary are
translated at rates of exchange in effect at the balance sheet date.
Income amounts are translated at the average of monthly exchange rates.

Accounts Receivable

Accounts receivable consist primarily of amounts due from domestic
companies. Credit is extended based on an evaluation of the customer's
financial condition and collateral is not generally required. The Company
maintains an allowance for doubtful accounts at a level which management
believes is sufficient to cover potential credit losses.

Inventories

Inventories are stated at the lower of cost or market (net realizable
value). Finished goods, work-in-process and raw material inventories are
principally accounted for by the last-in, first-out method (LIFO).

Property, plant and equipment

Property, plant and equipment are recorded at cost and are depreciated on
the straight-line method over their estimated useful lives (ranging from 3
to 25 years). Maintenance and repair expenditures are charged to expense
as incurred; major renewals and betterments are capitalized. The total
amount of repairs and maintenance expense for the years ended December 31,
1993, 1992 and 1991 was $17,072, $14,962 and $16,507, respectively.

F-10
<PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

2. Summary of Significant Accounting Policies (continued)

Other Assets

Cost in excess of fair value of net assets acquired is amortized on a
straight-line basis over a period not exceeding forty years. Covenants not
to compete are being amortized over five years. Debt issuance costs are
being amortized over the terms of the related debt agreements (3 to 10
years).

Cash flows

For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid investments with a maturity of three months or
less at the time of purchase and investments in money market accounts to be
cash equivalents.

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.

Short and long-term debt: The carrying amounts of the Company's borrowings
under its working capital loans and variable-rate borrowings approximate
their fair value. The fair values of fixed-rate borrowings are based on
quoted market prices.

Letters of Credit: Fair values of the Company's outstanding letters of
credit are based on current contractual amounts outstanding.

Adoption of New Accounting Policies

Postretirement Benefits Other than Pensions: Effective January 1, 1993,
the Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions". Under SFAS No. 106, the Company is required to accrue the
estimated cost of retiree health and other postretirement benefits during
the years that covered employees render service. Prior to 1993, the
Company recorded these benefits on the pay-as-you-go basis. As permitted
by the Statement, prior years' financials have not been restated. There is
no tax effect of the cumulative charge due to the net operating loss
position of the Company. See Note 16 - Postretirement Benefits Other than
Pensions.

F-11 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

2. Summary of Significant Accounting Policies (continued)

Postemployment Benefits: During 1993, the Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits". The cumulative effect
as of January 1, 1993 of this accounting change was to decrease net income
by $1,276. There was no tax effect of the charge due to the net operating
loss position of the Company. There was no effect on income before income
taxes as a result of this change in accounting principle.

3. Acquisitions

On December 21, 1993, Containers acquired from Del Monte Corporation ("Del
Monte") substantially all of the fixed assets and certain working capital
of its container manufacturing business in the United States ("DM Can").
The purchase price, which is subject to post-closing adjustments, for the
assets acquired and the assumption of certain specified liabilities,
including related transaction costs, was $73,865. The acquisition was
accounted for as a purchase transaction and the results of operations have
been included with the Company's results from the acquisition date. The
total purchase cost was allocated first to the tangible assets acquired and
liabilities assumed based upon their respective fair values as determined
from preliminary appraisals and valuations and the excess was allocated to
cost over fair value of assets acquired. The aggregate purchase cost and
its preliminary allocation to the assets and liabilities is as follows:

Net working capital acquired $26,400
Property, plant and equipment 57,238
Cost in excess of fair value of assets acquired 6,587
Other liabilities assumed (16,360)
$73,865

Set forth below is the Company's summary unaudited pro forma results of
operations for the years ended December 31, 1993 and 1992. The unaudited
pro forma results of operations for the year ended December 31, 1993
include the historical results of DM Can for the period ended December 21,
1993 and give effect to the pro forma adjustments. The unaudited pro forma
results of operations for the year ended December 31, 1992 include the
historical results of DM Can and the Company for the year ended December
31, 1992 and give effect to the pro forma adjustments.

F-12 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

3. Acquisitions (continued)

The pro forma adjustments to the historical results of operations reflect
the sales prices set forth in a supply agreement with Del Monte, the
estimated effect of purchase accounting adjustments based upon preliminary
appraisals and evaluations, the financing of the acquisition and certain
other adjustments as if these events had occurred as of the beginning of
the periods mentioned therein. The following unaudited pro forma results
of operations do not purport to represent what the Company's results of
operations would actually have been had the transactions in fact occurred
on the dates indicated or to project the Company's results for any future
period:
1993 1992

Net sales $818,614 $819,579
Income from operations 50,669 56,747
Loss before income taxes (8,134) (8,102)
Loss before extraordinary charges
and cumulative effect of accounting changes (10,380) (11,060)
Net loss (17,997) (34,657)

4. Dispositions

In November 1991 the Company sold substantially all of the assets used in
its PET carbonated beverage bottle business. Most of the sales proceeds of
$12,000 were used to repay term loans. No gain or loss was recognized as a
result of the disposition.

5. Refinancings

1993

Effective December 21, 1993, Silgan, Containers and Plastics entered into a
credit agreement (the "Credit Agreement") with certain lenders (the
"Banks"), Bank of America, as Co-Agent, and Bankers Trust, as Agent, to
refinance in full all amounts owing under the Amended and Restated Credit
Agreement, dated as of August 31, 1987, and to finance the acquisition of
DM Can by Containers. Under the Credit Agreement, the Banks loaned the
Company $140,000 of term loans and $29,800 of working capital loans on the
effective date. In addition, the Company issued and sold 250,000 shares of
its Class B Common Stock for $15,000. The Company used these proceeds to
repay $41,452 of term loans and $60,800 of working capital loans, to
acquire DM Can and pay fees and expenses. As a result of the early
extinguishment of debt, the Company incurred a charge of $1,341. There was
no tax effect of this charge due to the net operating loss position of the
Company. See Note 9 - Bank Credit Facility.

F-13
<PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

5. Refinancings (continued)

1992

Effective June 29, 1992, Holdings and Silgan refinanced a significant
portion of their indebtedness (the "Refinancing"). The Refinancing
included a private placement by Silgan of $50,000 principal amount of its
Senior Secured Floating Rate Notes due June 30, 1997 (the "Secured Notes"),
a public offering of $135,000 principal amount of Silgan's 11 3/4% Senior
Subordinated Notes due 2002 (the "11 3/4% Notes") and a public offering by
Holdings of its 13 1/4% Senior Discount Debentures due 2002 (the " Discount
Debentures") for proceeds of $165,435. The aggregate proceeds from the new
debt offerings of $350,435, less $17,300 of transaction fees and expenses,
were used, in part, to redeem Silgan's 14% Senior Subordinated Notes
(the "14% Notes"), Silgan's 15% Cumulative Exchangeable Redeemable
Preferred Stock (the "Preferred Stock") and Holdings' Senior Reset
Debentures due 2004 (the "Holdings Reset Debentures"). The Preferred Stock
(300,083 shares) was redeemed on August 16, 1992 at a redemption price of
$105 per share plus accrued dividends. The 14% Notes ($85,000 aggregate
principal amount) were redeemed on August 28, 1992 at a redemption price of
105% of the principal amount thereof plus accrued interest. The Holdings
Reset Debentures were redeemed on July 29, 1992 ($175,160 aggregate
principal amount) at a redemption price of 103.67% of the principal amount
thereof plus accrued interest. In addition, the Company paid cash interest
of $15,326 at a rate of 17 1/2% on the principal amount of the Holdings
Reset Debentures for the period January 1, to June 30, 1992.

In conjunction with the Refinancing, Silgan's Amended and Restated Credit
Agreement was amended to, among other things, permit the Refinancing and
the Company repaid $30,000 of term loans thereunder.

As a result of the Refinancing, unamortized deferred financing costs
relating to the 14% Notes, the Preferred Stock, the repayment of term loans
under the Amended and Restated Credit Agreement and Holdings Reset
Debentures totaling $11,034 in the aggregate were written off in 1992 and,
along with the redemption premiums of $12,563, are reflected as an
extraordinary charge. There was no tax effect on this charge due to the
net operating loss position of the Company.

F-14 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

6. Inventories

Inventories at December 31, 1993 and 1992 consist of the following:

1993 1992

Raw materials and supplies $ 26,458 $ 17,623
Work-in-process 17,105 10,413
Finished goods 65,072 49,546
108,635 77,582
Adjustment to value inventory
at cost on the LIFO method 18 (2,575)
$108,653 $ 75,007

The amount of inventory recorded on the first-in first-out method at
December 31, 1993 and 1992 was $2,178 and $2,189, respectively.

7. Other Assets

Other assets at December 31, 1993 and 1992 consist of the following:

1993 1992
Cost in excess of fair value of
assets acquired $ 26,671 $ 20,178
Debt issuance costs 25,213 24,079
Covenants not to compete 8,500 8,500
Other 3,539 596
63,923 53,353
Less: accumulated amortization (13,647) (14,700)
$ 50,276 $ 38,653

In 1993, upon the effectiveness of the Credit Agreement, the Company wrote
off $1,341 of net debt issuance costs, which has been classified as an
extraordinary charge, and capitalized $8,935 in new debt issuance costs.
In 1992, as part of the Refinancing, the Company wrote off $11,034 of net
debt issuance costs and capitalized $17,300 in new debt issuance costs.
Amortization expense for the years ended December 31, 1993 and 1992 was
$5,488 and $5,097, respectively.

8. Income Taxes

F-15 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

8. Income Taxes (continued)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax liabilities and assets
at December 31, 1993 are as follows:
1993
Deferred tax liabilities:
Tax over book depreciation $20,700
Book over tax basis of assets acquired 24,000
Other 3,600
Total deferred tax liabilities 48,300

Deferred tax assets:
Book reserves not yet deductible
for tax purposes 20,700
Deferred interest on high yield obligations 12,300
Net operating loss carryforwards 37,300
Other 3,400
Total deferred tax assets 73,700

Valuation allowance for deferred tax assets 32,236
Net deferred tax assets 41,464

Net deferred tax liabilities $ 6,836

The income tax provision consists of the following:

1993 1992 1991
Current
Federal $ 300 $ - $ -
State 1,900 1,705 682
Foreign (400) 31 380
1,800 1,736 1,062
Deferred:
Federal - - (1,500)
State 100 464 438
Foreign - - -
100 464 (1,062)
$1,900 $2,200 $ -

F-16 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

8. Income Taxes (continued)

The aggregate income tax provision varied from that computed by using the
U.S. statutory rate as a result of the following:

1993 1992 1991
Income tax benefit at
the U.S. federal
income tax rate $(4,363) $(5,977) $(7,001)

State and foreign tax expense
net of federal income taxes 1,235 1,452 990

Nondeductible items:
Amortization of goodwill 154 154 154
Minority interest expense - 933 1,322

Losses for which no benefit
is available 4,874 5,638 4,535

$ 1,900 $ 2,200 $ -

The Company files a consolidated federal income tax return. At December 31,
1993, the Company had net operating loss carryforwards at December 31, 1993
of approximately $105,000 which are available to offset future consolidated
taxable income of the group and expire from 2001 through 2008. At December
31, 1993, the Company had an alternative minimum tax liability of $300 and
approximately $1,900 of alternative minimum tax credits which are available
indefinitely to reduce future tax payments for regular federal income tax
purposes.

9. Bank Credit Facility

On December 21, 1993, Silgan, Containers and Plastics (the "Borrowers") and
the Banks entered into the Credit Agreement pursuant to which the Banks
loaned to Silgan (i) $60,000 of term loans (the "A Term Loans") and (ii)
$80,000 of term loans (the "B Term Loans"), collectively, the "Term Loans",
and agreed to lend to Containers or Plastics up to an aggregate of $70,000
of working capital loans (the "Working Capital Loans"). Concurrent with
the borrowings under the Credit Agreement, the Company repaid in full
amounts outstanding under the Amended and Restated Credit Agreement. See
Note 5 - Refinancings.

F-17 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

9. Bank Credit Facility (continued)

To secure the obligations of Borrowers under the Credit Agreement, Silgan
has pledged to the Banks principally all of the capital stock of its
subsidiaries and the subsidiaries have each granted to the Banks security
interests in substantially all of their respective real and personal
property. Such collateral also secures on an equal and ratable basis the
Secured Notes, subject to certain intercreditor arrangements. Holdings has
pledged to the Banks all of the capital stock of Silgan. Holdings and each
of the Borrowers have guaranteed on a secured basis all of the obligations
of the Borrowers under the Credit Agreement.

The A Term Loans mature on September 15, 1996 and are payable in
installments during the listed years as follows:

A Term Loan
Installment Repayment Date Principal Amount
1994 $ 20,000
1995 20,000
1996 20,000

The B Term Loans mature and are payable in full on September 15, 1996.
Amounts repaid under the Term Loans cannot be reborrowed.

Under the Credit Agreement, Silgan is required to repay the Term Loans (pro
rata for each tranche of Term Loans) in an amount equal to 75% of the
Company's Excess Cash Flow (as defined in the Credit Agreement) in any
fiscal year during the Credit Agreement (beginning with the 1994 fiscal
year). Additionally, Silgan is required to repay the Term Loans (pro rata
for each tranche of Term Loans) and the Secured Notes, in an aggregate
amount equal to 80% of the net sale proceeds from certain assets sales and
100% of the net equity proceeds from certain sales of equity, all as
provided in the Credit Agreement and the Secured Notes Agreement.

The aggregate amount of Working Capital Loans which may be outstanding at
any time is subject to a borrowing base limitation of the sum of (i) 85% of
eligible accounts receivable of Containers and Plastics and (ii) 50% of
eligible inventory of Containers and Plastics. In lieu of Working Capital
Loans, Containers and Plastics may request Bankers Trust to issue up to
$15,000 of letters of credit (the "Letters of Credit"). At December 31,
1993, $6,094 of Letters of Credit were outstanding.

Subject to the terms of the Credit Agreement, the Working Capital Loans can
be borrowed, repaid and reborrowed from time to time until September 15,
1996, on which date all Working Capital Loans mature and are payable in
full.

F-18 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

9. Bank Credit Facility (continued)

Each of the Term Loans and each of the Working Capital Loans, at the
respective Borrower's election, consist of loans designated as Eurodollar
rate loans or as Base Rate loans. Subject to certain conditions, each of
the Term Loans and each of the Working Capital Loans can be converted from
a Base Rate loan into a Eurodollar rate loan and vice versa. The term
"Base Rate" means the highest of (i) 1/2 of 1% in excess of the Adjusted
Certificate of Deposit Rate (as defined in the Credit Agreement), (ii) 1/2
of 1% in excess of the Federal Funds Rate (as defined in the Credit
Agreement) and (iii) Bankers Trust's prime lending rate.

Interest on Term Loans maintained as Base Rate loans accrues at floating
rates of 1.75% (in the case of A Term Loans) and 2.25% (in the case of B
Term Loans) over the Base Rate. Interest on Term Loans maintained as
Eurodollar rate loans accrues at floating rates of 2.75% (in the case of A
Term Loans) and 3.25% (in the case of B Term Loans) over a formula rate
(the "Eurodollar Rate") determined with reference to the rate offered by
Bankers Trust for dollar deposits in the New York interbank Eurodollar
market. Interest on Working Capital Loans maintained as (i) Base Rate
loans accrues at floating rates of 2% over the Base Rate or (ii) Eurodollar
rate loans accrues at floating rates of 3% over the Eurodollar Rate. At
December 31, 1993, the loans were maintained as Base Rate loans and the
interest rate was between 7 3/4% and 8 1/4%.

Each of Containers and Plastics has agreed to jointly and severally pay to
the Banks, on a quarterly basis, a commitment commission calculated as
0.50% per annum on the daily average unused portion of the Banks' working
capital commitment in respect of the Working Capital Loans until such
working capital commitment is terminated. Additionally, Containers and
Plastics are required to pay to Bankers Trust, on a quarterly basis in
arrears, a letter of credit fee of 3.0% per annum and a facing fee of 1/4
of 1% per annum, each on the average daily stated amount of each letter of
credit issued for the account of Containers or Plastics, respectively.

The Credit Agreement requires Silgan to meet certain financial covenants,
and restricts or limits, among other items, each of the Borrowers' ability
to (i) incur additional indebtedness, (ii) create certain liens, (iii)
consolidate, merge or sell assets, (iv) make capital expenditures and (v)
pay dividends, except for distributions to Holdings to fund federal and
state tax obligations.

For 1993, 1992 and 1991, respectively, the average amount of borrowings
under the Working Capital Loans was $51,935, $44,525, and $56,342; the
average annual interest rate was 6.5%, 7.2% and 9.0%; and the highest
amount of such borrowings at any month-end was $80,250, $80,800 and
$81,300.

F-19 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

10. Senior Secured Notes

The Secured Notes constitute senior indebtedness of Silgan and are secured
by a first lien on substantially all of the assets of Silgan. Such
collateral also secures on an equal and ratable basis, subject to certain
intercreditor arrangements, all indebtedness of Silgan under the Credit
Agreement. The Secured Notes mature on June 30, 1997 and bear interest,
which is payable quarterly, at a rate of three-month LIBOR plus 3%. The
interest rate is adjusted quarterly. The interest rate in effect at
December 31, 1993 was 6.38%.

The Secured Notes are redeemable at the option of Silgan at par plus
accrued and unpaid interest to the redemption date. Net cash proceeds from
certain asset sales and the issuance of capital stock by Silgan are
required to be applied to prepay the Secured Notes and indebtedness under
the Credit Agreement on a pro rata basis, subject to certain exceptions.

The Secured Notes contain covenants which are comparable to or less
restrictive than those required by the Credit Agreement. These covenants
limit, among other items, Silgan's ability to (i) incur additional
indebtedness, (ii) pay dividends, except for distributions to Holdings to
fund federal and state tax obligation, (iii) enter into certain
transactions with affiliates, (iv) repay subordinated indebtedness, and (v)
effect certain mergers, consolidations and transfers of assets.

11. 11 3/4% Senior Subordinated Notes

The 11 3/4% Notes, which mature on June 15, 2002, represent unsecured
general obligations of Silgan, subordinate in right of payment to
obligations of the Company under the Credit Agreement and the Secured Notes
and effectively subordinate to all of the obligations of the subsidiaries
of Silgan. Interest is payable semi-annually on June 15 and December 15.

The 11 3/4% Notes are redeemable at the option of Silgan, in whole or in
part, at any time during the twelve months commencing June 15 of the
following years at the indicated percentages of their principal amount plus
accrued interest:
Redemption
Year Percentage
1997 105.8750%
1998 102.9375%
1999 and thereafter 100.0000%

The 11 3/4% Notes Indenture contains covenants which are comparable to or
less restrictive than those required by the Credit Agreement and the
Secured Notes.

The estimated fair value of the 11 3/4% Notes at December 31, 1993 was
$145,800.

F-20 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

12. 13 1/4% Senior Discount Debentures

On June 30, 1992, Holdings issued $275,000 principal amount of discount
Debentures for cash proceeds of $165,435. The Discount Debentures, which
are due on December 15, 2002, represent unsecured general obligations of
Holdings, subordinate in right of payment to the obligations of Silgan.
The original issue discount is being amortized through June 15, 1996 with a
yield to maturity of 13 1/4%. The carrying amount at December 31, 1993 of
the Discount Debentures represents the principal amount less an unamortized
discount of $74,282. From and after June 15, 1996, interest on the
Discount Debentures will accrue on the principal amount at the rate of 13
1/4% and be payable in cash semiannually. The Discount Debentures are
redeemable at any time, at the option of Holdings, in whole or in part, at
100% of their principal amount plus accrued interest to the redemption
date.

The Discount Debenture Indenture contains covenants which are comparable to
or less restrictive than those required by the Credit Agreement, the
Secured Notes and the 11 3/4% Notes.

The estimated fair value of the Discount Debentures at December 31, 1993
was $214,500.

13. Preferred Stock/Minority Interest

The minority interest represented shares of Preferred Stock issued by
Silgan. The Preferred Stockholders received cumulative preferential
dividends at the rate per annum of 15% per share calculated as a percentage
of $100. Dividends were, at the option of Silgan, paid in additional
shares of Preferred Stock. During 1992 and 1991, Silgan issued 21,301 and
38,173 shares of Preferred Stock at $100 per share, representing its
Preferred Stock dividend requirement for the two quarters ended May 15,
1992 and the four quarters ended November 15, 1991. A cash dividend
payment of $1,137 was made for the quarter ended August 15, 1992, at which
time the preferred stock was redeemed.

As of December 31, 1993, Silgan has authorized 1,000 shares of Preferred
Stock, of which, none is issued or outstanding.

14. Common Stock

During 1993, Holdings increased its authorized Class B Common Stock from
500,000 shares to 667,500 shares and on December 21, 1993, Holdings sold
250,000 shares of its Class B Common Stock for a purchase price of $60.00
per share and an aggregate purchase price of $15,000. Holdings contributed
the proceeds to Silgan in conjunction with the acquisition of DM Can. See
Note 3 - Acquisitions.

F-21 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

14. Common Stock (continued)

The rights privileges and powers of the Class A Common Stock and the Class
B Common Stock are identical, with shares of each class being entitled to
one vote on all matters to come before the stockholders of Holdings. The
Class C Common stockholders do not have voting rights except in certain
circumstances.

Pursuant to an organization agreement, each of the holders of the Class A
Common Stock, upon the death or permanent disablement of either of the
holders of the Class A Common Stock prior to June 30, 1994, have the right
to require Holdings to acquire all the shares held by the respective holder
or his affiliates at the then fair market value of the stock (as defined in
the Organization Agreement). In connection therewith the value of the
Class A Common Stock has been adjusted to fair market value. The increase
in the fair market value has been charged to accumulated deficit. At June
30, 1994, to the extent the put option has not been exercised, the
accumulated deficit will be decreased by the amount previously charged for
the put option liability.

15. Retirement Plans

The Company sponsors contributory and non-contributory pension and
retirement plans which cover substantially all employees, other than union
employees covered by multi-employer defined benefit pension plans under
collective bargaining agreements. The benefits are paid based on either a
career average, final pay or years of service formula. With respect to
certain hourly employees, pension benefits are provided for based on stated
amounts for each year of service. The Company funds the minimum amount
required under the Employee Retirement Income Security Act of 1974 with
certain employees contributing approximately 3% of their annual
compensation.

The provisions of SFAS No. 87, "Employers' Accounting for Pensions" require
recognition in the balance sheet of an additional minimum liability and
related intangible asset for pension plans with accumulated benefits in
excess of plan assets. At December 31, 1993, an additional liability of
$2,107 and an intangible asset of equal amount are reflected in the
consolidated balance sheet. The additional liability is principally the
result of the change in the assumed discount rate.

F-22 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

15. Retirement Plans (continued)

Based on the latest actuarial information available, the following table
sets forth the defined benefit plans funded status and amounts recognized
in the Company's balance sheets as of December 31:

1993 1992
Actuarial present value of
benefit obligations:
Vested benefit obligations $ 19,096 $ 13,543
Non-vested benefit obligations 1,100 970

Accumulated benefit obligations 20,196 14,513
Additional benefits due to
future salary levels 9,825 9,847
Projected benefit obligations 30,021 24,360

Plan assets at fair value 18,327 14,644

Projected benefit obligation
in excess of plan assets 11,694 9,716
Unrecognized actuarial gain (loss) 2 2,431
Unrecognized prior service costs (2,093) (2,218)
Additional minimum liability 2,107 114

Net pension liability $ 11,710 $10,043

The 1992 funded status amounts have been restated to reflect revisions in
actuarial computations. These revisions had no effect on the Company's net
pension liability.

In addition to amounts set forth above, the Company has assumed defined
benefit plan obligations of approximately $11,000 (as calculated at the
Company's discount rate of 7 1/2%) in connection with the acquisition of DM
Can. Under the terms of the DM Can purchase agreement, Del Monte will be
transferring to the Company fund assets of approximately $9,000 (as
calculated using a discount rate of 9%).

The assumptions used in determining actuarial present value of plan benefit
obligations as of December 31:

1993 1992 1991

Discount rate 7.5% 8.5% 8.5%
Weighted average rate of
compensation increase 4.5% 5.0 - 5.5% 5.0 - 5.5%
Expected long-term rate of
return on plan assets 8.5% 8.5% 8.5%

F-23 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

15. Retirement Plans (continued)

The components of total pension expense are as follows:

1993 1992 1991

Service cost $1,809 $1,722 $1,816
Interest cost 2,144 2,101 1,977
Net amortization and deferrals 500 75 1,298
Actual return on assets (1,784) (891) (1,717)
Other (gains) (183) (183) (307)
Net pension cost of defined
benefit plans 2,486 2,824 3,067
Multi-employer plans 2,210 2,159 2,041
Total pension expense $4,696 $4,983 $5,108

Plan assets are invested in money market funds, equity funds and bond
funds.

In 1991, the Company realized a curtailment gain of $2,500 due to a
reduction in the Company's work force. Such amount has not been reflected
in total pension expense above.

Containers sponsors a deferred incentive savings plan for eligible salaried
employees where contributions are provided if Containers meets certain
financial targets. The maximum aggregate amount of awards will not exceed
15% of the aggregate salaries of the participants in the Plan.
Contributions of $1,630, $1,730 and $1,700 were made for 1993, 1992 and
1991, respectively.

Plastics sponsors a savings and investment plan which is organized under
Section 401(k) of the Internal Revenue Code. Plastics' contributions to
the plan were $146, $147 and $149 in 1993, 1992 and 1991, respectively.

16. Postretirement Benefits Other than Pensions

As discussed in Note 2, the Company adopted SFAS No. 106 in 1993. The
Company has elected to immediately recognize a cumulative charge of $5,000
for this change in accounting principle which represents the accumulated
postretirement benefit obligation existing as of January 1, 1993. This
change in accounting principle, excluding the cumulative effect, decreased
pretax income for the year ended December 31, 1993 by approximately $478.
The postretirement benefit cost for 1992 and 1991, which was recorded on a
pay-as-you-go basis, has not been restated and was not material.

F-24 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

16. Postretirement Benefits Other than Pensions (continued)

The Company has defined benefit health care and life insurance plans that
provide postretirement benefits to certain employees. The plans are
contributory, with retiree contributions adjusted annually, and contain
cost sharing features including deductibles and coinsurance. The Company
does not fund the plans.

The following table presents the plan's funded status and amounts
recognized in the Company's balance sheet as of December 31, 1993:

Accumulated postretirement
benefit obligation:
Retirees $1,209
Fully eligible active plan participants 1,197
Other active plan participants 2,127
4,533

Plan assets at fair value -

Accumulated postretirement benefit
obligation in excess of plan assets 4,533
Unrecognized net gain or (loss) (462)
Unrecognized transition obligation -

Accrued postretirement benefit cost $4,071

Net periodic postretirement benefit cost for 1993 included the following
components:

Service cost $ 152
Interest cost 326

Net periodic postretirement benefit cost $ 478

F-25 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

16. Postretirement Benefits Other than Pensions (continued)

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5%. The weighted average rate of
increase in future compensation levels was 4.5%. For measuring the
expected postretirement benefit obligation, the weighted-average annual
assumed rate of increase in the per capita cost of covered benefits (i.e.,
health care cost trend rate) principally used is 14% for 1994 (15% for
1993). This rate is assumed to decrease by 1% per year to an ultimate rate
of 6%. A 1% increase in the trend rate assumption would increase the
accumulated postretirement benefit obligation as of December 31, 1993 by
approximately $62 and increase the aggregate of the service and interest
cost components of the net periodic postretirement benefit cost for 1993 by
approximately $12. As of December 31, 1992, the plan's unfunded
accumulated postretirement benefit obligations for retirees and active
participants was $1,144 and $3,856, respectively.

17. Stock Option Plans

The Company, Containers and Plastics have established separate but
virtually identical stock option plans for their key employees pursuant to
which options to purchase shares of common stock of Holdings' and its
subsidiaries and stock appreciation rights ("SARs") may be granted.

Options granted under the plans may be either incentive stock options or
non qualified stock options. To date, all stock options granted have been
non qualified stock options. Under the plans, the Company has reserved
15,000 shares and Containers and Plastics have each reserved 1,200 shares
of their common stock in order to enable them to issue shares under the
plans. Both Containers and Plastics have 10,800 shares of $0.01 par value
common stock currently issued, all of which are owned by Silgan.

The SARs extend to all of the shares covered by the options and provide for
the payment by either Holdings, Containers or Plastics, as the case may be,
to the holders of the options an amount in cash or stock equal to the
excess of the proforma book value, as defined, of a share of common stock
(or in the event of a public offering, the fair market value of a share of
common stock) over the exercise price of the option with certain
adjustments for the portion of vested stock appreciation not paid at the
time of recapitalization in June, 1989. Holdings and its subsidiaries have
the right to repurchase, and employees have the right to require the
subsidiaries to repurchase, their common stock at the then proforma book
value, or market value as the case may be, should employees leave the
Company.

F-26 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

17. Stock Options Plans (continued)

At December 31, 1993, there were outstanding options for 15,000 shares
under the Holdings' Plan, 816 shares under the Containers' Plan and 300
shares under the Plastics' Plan. The exercise prices per share are $35 for
the Holdings' options, range from $2,122 to $2,456 for the Containers'
options and are $746 for the Plastics' options. There were 14,000 options,
528 options and 240 options exercisable at December 31, 1993 under the
Holdings', Containers' and Plastics' plans, respectively. The Company
incurred charges relating to the vesting and payment of benefits under the
stock option plans of $200 and $350 in 1993 and 1992, respectively (none in
1991).

The stock options and SARs generally become exercisable ratably over a five
year period.

In the event of a public offering of any of Holdings' capital stock or a
sale of Holdings to a third party, (i) the options granted by Containers
and Plastics pursuant to the plans, or (ii) any stock issued upon exercise
of such options issued by Containers and Plastics are convertible into
either stock options or common stock of Holdings. The conversion of such
options or shares will be based upon a valuation of Holdings and an
allocation of such value among the subsidiaries after giving affect to,
among other things, that portion of the outstanding obligation of Holdings
allocable to each such subsidiary.

18. Business Information

The Company is engaged in the packaging business. Its principal products
are metal and plastic containers. Net sales for its metal and plastic
containers were $445,871 and $186,319; $425,844 and $192,596; and $435,349
and $232,139 for the years ended December 31, 1993, 1992 and 1991,
respectively. Other sales amounted to $13,278, $11,599 and $10,723 for the
years ended December 31, 1993, 1992 and 1991, respectively.

One customer accounted for 34.1%, 36.5% and 32.2%, of net sales during the
years ended December 31, 1993, 1992 and 1991 respectively. At December 31,
1993 and 1992, 12.9% and 14.5%, respectively, of the accounts receivable
balance is due from this customer.

F-27 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

19. Related Party Transactions

Pursuant to various management services agreements (the "Management
Agreement") entered into between Holdings, Silgan, Containers, Plastics,
and S&H, Inc. ("S&H"), a company wholly owned by Messrs. Silver and
Horrigan, the Chairman of the Board and President of Holdings,
respectively, S&H provides Holdings and Silgan and its subsidiaries with
general management, supervision and administrative services (the
"Services"). In consideration for the Services, S&H receives a fee of
4.95% (of which 0.45% is payable to MS & Co.) of Holdings' consolidated
earnings before depreciation, amortization, interest and taxes ("EBDIT")
until EBDIT has reached the Scheduled Amount set forth in the Management
Agreement and 3.3% (of which 0.3% is payable to MS & Co.) after EBDIT has
exceeded the Scheduled Amount up to the Maximum Amount as set forth in the
Management Agreement, plus reimbursement for all related out-of-pocket
expenses. The total amount incurred for the years ended December 31, 1993,
1992 and 1991 was approximately $4,385, $4,225 and $4,027, respectively.
Included in accounts payable at December 31, 1993 and 1992, was
approximately $575 and $200, payable to S&H, respectively.

Under the terms of the Management Agreement, the Company agreed, subject to
certain exceptions, to indemnify S&H and any of its affiliates, officers,
directors, employees, subcontractors, consultants or controlling persons
against any loss or damage they may sustain arising in connection with the
Management Agreement.

In connection with the 1992 Refinancing, MS & Co. received as compensation
for its services as underwriter for the Secured Notes, the 11 3/4% Notes
and the Discount Debentures an aggregate of $11,500.

In connection with the Credit Agreement entered into in 1993, the Banks
(including Bankers Trust) received certain fees amounting to $8,100.

20. Commitments

The Company is committed under certain noncancelable operating leases for
office and plant facilities, equipment and automobiles. Minimum future
rental payments under these operating leases are:

1994 $8,960
1995 6,700
1996 5,829
1997 4,873
1998 3,606
Thereafter 9,44l
$39,409

Rental expense for the years ended December 31, 1993, 1992 and 1991 was
approximately $7,999, $7,977 and $8,102, respectively.

F-28 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

21. Litigation

On June 30, 1989, Holdings acquired all of the outstanding shares of the
Company for $6.50 per share (the "Merger"). In connection with the Merger,
two complaints were filed during 1989 in the Court of Chancery in the State
of Delaware (the "Court") by certain Silgan Class B Common Stockholders
against Silgan, Holdings, MS & Co., officers and directors.

The complaints allege, among other things, that certain defendants breached
their fiduciary duties under Delaware law to minority stockholders of
Silgan by engaging in unfair dealing, attempting to effect a merger at a
grossly inadequate price and distributing misleading proxy materials. The
complaints ask the Court, among other things, to rescind the Merger and/or
to grant to plaintiffs such damages, including rescissory damages, as are
found by the Court to be proven at trial. Additionally, each plaintiff
filed a petition for appraisal.

In 1991, the Court stayed one of the actions and related appraisal
proceeding based upon the seizure and placement into receivership of one
plaintiff. The Court lifted the stay of the action and appraisal
proceeding on March 30, 1992 and both the action and appraisal were
dismissed in February 1994 following settlement with the plaintiff. The
second action was voluntarily dismissed on January 29, 1992 without
prejudice to the right of the plaintiffs to reinstate the action at the
conclusion of the related appraisal proceeding. Discovery is proceeding in
the appraisal. The Court has set the week of May 9, 1994 for trial.

Additionally, a complaint was filed by parties who are limited partners of
The Morgan Stanley Leveraged Equity Fund, L.P. ("MSLEF") against a number
of defendants, including Silgan and Holdings. The complaint alleges that
Silgan and Holdings aided and abetted the general partners MSLEF in
breaching their fiduciary duties to the limited partners. The Court
dismissed all claims against Silgan and Holdings related to this action on
January 14, 1993, and subsequently upheld that dismissal after plaintiffs
filed a motion for reargument.

The defendants believe that there is no factual basis for the allegations
and claims contained in the complaints. Management also believes that the
lawsuits are without merit and they intend to defend the lawsuits
vigorously. In addition, management believes that the ultimate resolution
of these matters and the appraisal proceedings will not have a material
effect on the financial condition or results of operations of Silgan or
Holdings.

F-29 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

21. Litigation (continued)

Other than the actions mentioned above there are no other pending legal
proceedings, other than ordinary routine litigation incidental to the
business of the Company, to which the Company is a party or to which any of
its properties are subject.

F-30 <PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Silgan Corporation

We have audited the accompanying consolidated balance sheets of Silgan
Corporation as of December 31, 1993 and 1992, and the related consolidated
statements of operations, common stockholder's equity and cash flows for
each of the three years in the period ended December 31, 1993. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Silgan Corporation at December 31, 1993 and 1992, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 199 3, in conformity with
generally accepted accounting principles.

Ernst & Young

Stamford, CT
March 10, 1994

F-31 <PAGE>

SILGAN CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 1993 and 1992
(Dollars in thousands)
ASSETS 1993 1992
Current assets:
Cash and cash equivalents $ 205 $ 2,672
Accounts receivable, less allowances for
doubtful accounts of $1,084 and $1,643 for
1993 and 1992, respectively 44,409 44,557
Inventories 108,653 75,007
Prepaid expenses and other current assets 3,562 3,354
Total current assets 156,829 125,590
Property, plant and equipment, at cost 432,859 340,304
Less accumulated depreciation and amortization (142,464) (116,425)
Net property, plant and equipment 290,395 223,879
Other assets 44,840 32,685
$492,064 $382,154
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Working capital loans $ 2,200 $ 40,400
Current portion of term loans 20,000 20,899
Trade accounts payable 31,913 27,956
Accrued payroll and related costs 20,523 19,242
Accrued interest payable 783 1,067
Accrued expenses and other current liabilities 11,094 6,217
Total current liabilities 86,513 115,781

Term loans 120,000 21,681
Senior secured notes 50,000 50,000
11 3/4% Senior subordinated notes 135,000 135,000
Deferred income taxes 13,017 11,970
Other long-term liabilities 34,731 14,947

Common stockholder's equity:
Common stock $0.01 par value:
Class A: 1,000 shares authorized, 1 share
issued and outstanding - -
Class B: 1,000 shares authorized, 1 share
issued and outstanding - -
Class C: 1,000 authorized, none outstanding - -
Additional paid-in capital (Note 8) 64,135 41,560
Retained earnings (deficit) (11,332) (8,785)
Total common stockholder's equity 52,803 32,775
$492,064 $382,154
See accompanying notes.

F-32 <PAGE>

SILGAN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Net sales $645,468 $630,039 $678,211

Cost of goods sold 571,174 554,972 605,185

Gross profit 74,294 75,067 73,026

Selling, general and
administrative expenses 31,786 32,249 33,619

Income from operations 42,508 42,818 39,407

Interest expense and other
related financing costs 27,928 26,916 28,981

Other (income) expense 35 25 (396)

Income before income taxes 14,545 15,877 10,822

Income tax provision (Note 9) 6,300 2,200 1,500

Income before extraordinary
charges and cumulative effects of
changes in accounting principles 8,245 13,677 9,322

Extraordinary charges relating to early
extinguishment of debt, net of taxes (841) (9,075) -

Cumulative effect of changes in accounting
principles, net of taxes (Notes 2, 9 & 15) (9,951) - -

Net income (loss) (2,547) 4,602 9,322

Preferred stock dividend requirements - 2,745 3,889

Net income (loss) applicable to
common stockholder $ (2,547) $ 1,857 $ 5,433

See accompanying notes.

F-33 <PAGE>

SILGAN CORPORATION
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
Total
Additional Retained common
Common paid-in Earnings stockholder's
stock capital (deficit) equity

Balance at December 31, 1990 $ - $41,560 $ (351) $41,209

Preferred stock dividend
requirements of Silgan - - (3,889) (3,889)

Net income - - 9,322 9,322

Balance at December 31, 1991 - 41,560 5,082 46,642

Preferred stock dividend
requirements of Silgan - - (2,745) (2,745)

Net income - - 4,602 4,602

Dividend to Parent - - (15,724) (15,724)

Balance at December 31, 1992 - 41,560 (8,785) 32,775

Capital contribution
by Parent - 15,000 - 15,000

Tax benefit realized
from Parent - 7,575 - 7,575

Net loss - - (2,547) (2,547)

Balance at December 31, 1993 $ - $ 64,135 (11,332) $52,803

See accompanying notes.

F-34 <PAGE>

SILGAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Cash flows from operating activities:
Net income (loss) $ (2,547) $ 4,602 $ 9,322
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 31,607 29,538 30,019
Amortization 4,817 4,424 4,038
Other items 342 1,215 324
Contribution by Parent for federal
income tax provision 7,575 - -
Extraordinary charges relating
to early extinguishment of debt 1,341 9,075 -
Cumulative effect of changes in
accounting principles 6,276 - -
Changes in assets and liabilities,
net of effect of acquisitions:
(Increase) decrease in accounts
receivable 707 (8,705) 23,539
(Increase) decrease in inventories (4,316) 5,541 8,471
Increase (decrease) in trade
accounts payable 3,757 (4,330) (10,448)
Other, net (1,228) (7,000) (3,931)
Total adjustments 50,878 29,758 52,012
Net cash provided by operating
activities 48,331 34,360 61,334

Continued on following page.

F-35 <PAGE>

SILGAN CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Cash flows from financing activities:
Borrowings under working capital loans 328,050 316,050 357,560
Repayments under working capital loans (366,250) (296,850) (372,960)
Repayment of term loans (42,580) (40,205) (36,507)
Proceeds from issuance of term loans 140,000 - -
Capital contribution by Parent 15,000 - -
Proceeds from issuance of senior
secured notes - 50,000 -
Proceeds from issuance of
11 3/4% senior subordinated notes - 135,000 -
Redemption of 14% senior
subordinated notes - (89,250) -
Redemption of preferred stock - (31,508) -
Repayment of advance from Parent - (25,200) -
Dividend to Parent - (15,724) -
Cash dividends paid on preferred stock - (1,137) -
Debt financing costs (8,935) (10,250) -
Net cash provided (used) by financing
activities 65,285 (9,074) (51,907)
Net increase (decrease) in cash and
cash equivalents (2,467) 2,268 (379)

Cash and cash equivalents at
beginning of year 2,672 404 783

Cash and cash equivalents at
end of year $ 205 $ 2,672 $ 404

Supplementary data:
Interest paid $ 25,733 $ 29,046 $ 27,503
Income taxes paid, net of refunds 722 1,206 764
Additional preferred stock issued
in lieu of dividend - 2,130 3,817

See accompanying notes.

F-36 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

1. Basis of Presentation

Silgan Corporation ("Silgan", together with its wholly owned subsidiaries,
Silgan Containers Corporation ("Containers") and Silgan Plastics
Corporation ("Plastics"), the "Company") is a wholly owned subsidiary of
Silgan Holdings Inc. ("Holdings" or "Parent"). Holdings is a company
controlled by Silgan management and Morgan Stanley Leveraged Equity Fund
II, L.P. ("MSLEF II"), an affiliate of Morgan Stanley & Co. Incorporated
("MS & Co.").

2. Summary of Significant Accounting Policies

Consolidation

Accounts Receivable

Inventories

Property, plant and equipment

F-37 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

2. Summary of Significant Accounting Policies (continued)

Other Assets

Cash flows

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.

Letters of Credit: Fair values of the Company's outstanding letters of
credit are based on current contractual amounts outstanding.

Adoption of New Accounting Policies

Postretirement Benefits Other than Pensions: Effective January 1, 1993,
the Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions". Under SFAS No. 106, the Company is required to accrue the
estimated cost of retiree health and other postretirement benefits during
the years that covered employees render service. Prior to 1993, the
Company recorded these benefits on the pay-as-you-go basis. As permitted
by the Statement, prior years' financials have not been restated. See Note
15 - Postretirement Benefits Other than Pensions.

F-38 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

2. Summary of Significant Accounting Policies (continued)

Income Taxes: Effective January 1, 1993, the Company adopted SFAS No. 109,
"Accounting for Income Taxes". SFAS No. 109 requires the use of the
liability method of accounting for deferred income taxes. The provision
for income taxes includes federal, state and foreign income taxes currently
payable and those deferred because of temporary differences between the
financial statement and tax bases of assets and liabilities. The Company
had previously reported under SFAS No. 96, "Accounting for Income Taxes".
Under SFAS No. 96, the Company had recognized a federal income tax benefit
from the tax losses of Holdings. Under SFAS No. 109, this benefit will be
reflected as a contribution to additional paid-in capital instead of as a
reduction of income tax expense. As permitted by the Statement, prior
years' financial statements have not been restated. See Note 9 - Income
Taxes.

Postemployment Benefits: During 1993, the Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits". The cumulative effect
as of January 1, 1993 of this accounting change was to decrease net income
by $826 (after related income taxes of $450). There was no effect on
income before income taxes as a result of this change in accounting
principle.

3. Acquisitions

Net working capital acquired $26,400
Property, plant and equipment 57,238
Cost in excess of fair value of assets acquired 6,587
Other liabilities assumed (16,360)
$73,865

F-39 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

3. Acquisitions (continued)

1993 1992

Net sales $818,614 $819,579
Income from operations 51,343 57,282
Income before income taxes 18,877 25,353
Income before extraordinary charges
and cumulative effect of accounting changes 10,844 22,301
Net income 52 13,226

4. Dispositions

F-40 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

5. Refinancings

1993

Effective December 21, 1993, Silgan, Containers and Plastics entered into a
credit agreement (the "Credit Agreement") with certain lenders (the
"Banks"), Bank of America, as Co-Agent, and Bankers Trust, as Agent, to
refinance in full all amounts owing under the Amended and Restated Credit
Agreement, dated as of August 31, 1987, and to finance the acquisition of
DM Can by Containers. Under the Credit Agreement, the Banks loaned the
Company $140,000 of term loans and $29,800 of working capital loans on the
effective date. In addition, Holdings contributed $15,000 to the Company.
The Company used these proceeds to repay $41,452 of term loans and $60,800
of working capital loans, to acquire DM Can and pay fees and expenses. As
a result of the early extinguishment of debt, the Company incurred a charge
of $841 (net of $500 of taxes). See Note 10 - Bank Credit Facility.

1992

Effective June 29, 1992, the Company and Holdings refinanced a significant
portion of their indebtedness (the "Refinancing"). The Refinancing
included a private placement by the Company of $50,000 principal amount of
its Senior Secured Floating Rate Notes due June 30, 1997 (the "Secured
Notes") and a public offering of $135,000 principal amount of the Company's
11 3/4% Senior Subordinated Notes due 2002 (the "11 3/4% Notes"). The
proceeds from the new debt offerings, net of $10,250 of transaction fees
and expenses, were used, in part, to redeem the Company's 14% Senior
Subordinated Notes (the "14% Notes") and 15% Cumulative Exchangeable
Redeemable Preferred Stock (the "Preferred Stock"). The Preferred Stock
(300,083 shares) was redeemed on August 16, 1992 at a redemption price of
$105 per share plus accrued dividends. The 14% Notes ($85,000 aggregate
principal amount) were redeemed on August 28, 1992 at a redemption price of
105% of the principal amount thereof plus accrued interest.

In conjunction with the Refinancing, the Amended and Restated Credit
Agreement was amended to, among other things, permit the Refinancing and
the Company repaid $30,000 of term loans thereunder. In addition, the
Company repaid the $25,200 advance from Holdings and advanced $16,000 to
Holdings. Upon completion of the redemption of the 14% Notes, the Company
paid a $15,724 dividend to Holdings which Holdings, along with additional
cash earned on its short term investments of proceeds received by it in
connection with the Refinancing, used to retire the outstanding advance to
the Company. Such payments to Holdings, along with the public offering by
Holdings of its 13 1/4% Senior Discount Debentures due 2002 (the "Discount
Debentures") for an aggregate amount of proceeds of $165,435, were used by
Holdings to redeem its Senior Reset Debentures due 2004 (the "Holdings
Reset Debentures") on July 29, 1992.

F-41 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

5. Refinancings (continued)

1992 (continued)

As a result of the Refinancing, unamortized deferred financing costs
elating to the 14% Notes, the Preferred Stock and the repayment of term
loans under the Amended and Restated Credit Agreement totaling $3,325 in
the aggregate were written off in 1992 and, along with the redemption
premiums of $5,750, are reflected as an extraordinary charge. Since the
Company was reporting under SFAS No. 96, there was no tax effect on this
charge due to the tax allocation arrangement with Holdings and Holdings'
net operating loss position.

6. Inventories

Inventories at December 31, 1993 and 1992 consist of the following:

1993 1992

The amount of inventory recorded on the first-in first-out method at
December 31, 1993 and 1992 was $2,178 and $2,189, respectively.

7. Property, plant and equipment

Net property, plant and equipment at December 31, 1993 and 1992 consist of
the following:
1993 1992
Land $ 4,469 $ 3,743
Buildings and improvements 56,087 50,382
Machinery and equipment 352,409 270,845
Construction in progress 19,894 15,334
432,859 340,304
Less: accumulated depreciation
and amortization (142,464) (116,425)
$290,395 $223,879

F-42 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

8. Other Assets

Other assets at December 31, 1993 and 1992 consist of the following:

1993 1992

Cost in excess of fair value of
assets acquired $ 26,671 $ 20,178
Debt issuance costs 18,163 17,029
Covenants not to compete 8,500 8,500
Other 4,146 1,342
57,480 47,049
Less: accumulated amortization (12,640) (14,364)
$ 44,840 $ 32,685

In 1993, upon the effectiveness of the Credit Agreement, the Company wrote
off $841 of net debt issuance costs (net of tax) and capitalized $8,935 in
new debt issuance costs. In 1992, as part of the Refinancing, the Company
wrote off $3,325 of net debt issuance costs and capitalized $10,250 in new
debt issuance costs. Amortization expense for the years ended December 31,
1993 and 1992 was $4,817 and $4,424, respectively.

9. Income Taxes

Effective January 1, 1993, the Company adopted SFAS No. 109, "Accounting
for Income Taxes" which requires the use of the liability method of
accounting for deferred income taxes. The Company had previously reported
under SFAS No. 96, "Accounting for Income Taxes". Under SFAS No. 96, the
Company had recognized a federal income tax benefit from the tax losses of
Holdings. Under SFAS No. 109, this benefit will be reflected as a
contribution to additional paid-in capital instead of a reduction of income
tax expense. Accordingly, the Company recorded a cumulative charge to
earnings and credit to paid-in capital of $6,000 for the difference in
methods up to the date of adoption. As permitted by SFAS No. 109, the
Company has elected not to restate prior years' financial statements.

F-43 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

9. Income Taxes (continued)

1993
Deferred tax liabilities:
Tax over book depreciation $20,700
Book over tax basis of assets acquired 24,000

Other 6,392
Total deferred tax liabilities 51,092

Deferred tax assets:
Book reserves not yet deductible
for tax purposes 20,700
Net operating loss carryforwards 7,800
Benefit taken for Holdings' losses 7,575
Other 2,000
Total deferred tax assets 38,075

Net deferred tax liabilities $13,017

The Company files a consolidated Federal income tax return with Holdings.
In accordance with the tax allocation agreement thereunder, the Company is
obligated to reimburse Holdings for the use of Holdings losses only to the
extent that Holdings has taxable income on a stand-alone basis. A
liability has not been established to the extent of the use of Holdings'
losses since the possibility of the ultimate payment for these benefits is
considered remote. Accordingly, the use of Holdings' losses has been
accounted for as a contribution of capital.

Also, in accordance with the tax allocation agreement, the Company is
required to reimburse Holdings for its allocable share of Holdings' tax
liability. In 1993, the Company's share of Holdings' federal tax
liability, for alternative minimum tax, aggregated $300.

The income tax provision for 1993 reflects the adoption of SFAS No. 109
under which the Company provides for taxes as if it were a separate
taxpayer. The income tax provision for 1992 and 1991 takes into
consideration certain matters covered under a tax allocation arrangement
with Holdings, under which the Company obtains a federal income tax
benefit from Holdings' tax losses.

F-44 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

9. Income Taxes (continued)

The income tax provision consists of the following:

1993 1992 1991
Current
Federal $ 300 $ - $ -
State 1,900 1,705 682
Foreign (400) 31 380
1,800 1,736 1,062
Deferred:
Federal 4,100 - -
State 400 464 438
Foreign - - -
4,500 464 438
$6,300 $2,200 $1,500

The aggregate income tax provision varied from that computed by using the
U.S. statutory rate as a result of the following:

1993 1992 1991

Income tax provision
at the U.S. federal
income tax rate $5,091 $5,398 $3,679
Income tax benefit realized
from Holdings - (4,650) (3,169)
State and foreign tax expense
net of federal income taxes 1,209 1,452 990
$6,300 $2,200 $1,500

The Company files a consolidated federal income tax return with Holdings.
On a consolidated basis the Company and Holdings have net operating loss
carryforwards at December 31, 1993 of approximately $105,000 which are
available to offset future consolidated taxable income of the group and
expire from 2001 through 2008. The Company and Holdings, on a consolidated
basis at December 31, 1993, have $1,900 of alternative minimum tax credits
which are available indefinitely to reduce future tax payments for regular
federal income tax purposes.

At December 31, 1993 the Company, if reporting on a separate company basis,
would have had net operating loss carryforwards for federal tax purposes of
approximately $19,000 which are available for carryforward for a period of
up to 15 years.

F-45 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

10. Bank Credit Facility

On December 21, 1993, the Company, Containers and Plastics (the
"Borrowers") and the Banks entered into the Credit Agreement pursuant to
which the Banks loaned to Silgan (i) $60,000 of term loans (the "A Term
Loans") and (ii) $80,000 of term loans (the "B Term Loans"), collectively,
the "Term Loans", and agreed to lend to Containers or Plastics up to an
aggregate of $70,000 of working capital loans (the "Working Capital
Loans"). Concurrent with the borrowings under the Credit Agreement, the
Company repaid in full amounts outstanding under the Amended and Restated
Credit Agreement. See Note 5 - Refinancings.

To secure the obligations of Borrowers under the Credit Agreement, the
Company pledged to the Banks principally all of the capital stock of its
subsidiaries and the subsidiaries have each granted to the Banks security
interests in substantially all of their respective real and personal
property. Such collateral also secures on an equal and ratable basis the
Secured Notes, subject to certain intercreditor arrangements. Holdings has
pledged to the Banks all of the capital stock of the Company. Holdings and
each of the Borrowers have guaranteed on a secured basis all of the
obligations of the Borrowers under the Credit Agreement.

The A Term Loans mature on September 15, 1996 and are payable in
installments during the listed years as follows:

A Term Loan
Installment Repayment Date Principal Amount
1994 $ 20,000
1995 20,000
1996 20,000

The B Term Loans mature and are payable in full on September 15, 1996.
Amounts repaid under the Term Loans cannot be reborrowed.

Under the Credit Agreement, the Company is required to repay the Term Loans
(pro rata for each tranche of Term Loans) in an amount equal to 75% of the
Company's Excess Cash Flow (as defined in the Credit Agreement) in any
fiscal year during the Credit Agreement (beginning with the 1994 fiscal
year). Additionally, the Company is required to repay the Term Loans (pro
rata for each tranche of Term Loans) and the Secured Notes, in an aggregate
amount equal to 80% of the net sale proceeds from certain assets sales and
100% of the net equity proceeds from certain sales of equity, all as
provided in the Credit Agreement and the Secured Notes Agreement.

F-46 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

10. Bank Credit Facility (continued)

F-47 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

10. Bank Credit Facility (continued)

The Credit Agreement requires the Company to meet certain financial
covenants, and restricts or limits, among other items, each of the
Borrowers' ability to (i) incur additional indebtedness, (ii) create
certain liens, (iii) consolidate, merge or sell assets, (iv) make capital
expenditures and (v) pay dividends, except for distributions to Holdings to
fund federal and state tax obligations.

11. Senior Secured Notes

The Secured Notes constitute senior indebtedness of the Company and are
secured by a first lien on substantially all of the assets of the Company.
Such collateral also secures on an equal and ratable basis, subject to
certain intercreditor arrangements, all indebtedness of the Company under
the Credit Agreement. The Secured Notes mature on June 30, 1997 and bear
interest, which is payable quarterly, at a rate of three-month LIBOR plus
3%. The interest rate is adjusted quarterly. The interest rate in effect
at December 31, 1993 was 6.38%.

The Secured Notes are redeemable at the option of the Company at par plus
accrued and unpaid interest to the redemption date. Net cash proceeds from
certain asset sales and the issuance of capital stock by the Company are
required to be applied to prepay the Secured Notes and indebtedness under
the Credit Agreement on a pro rata basis, subject to certain exceptions.

The Secured Notes contain covenants which are comparable to or less
restrictive than those required by the Credit Agreement. These covenants
limit, among other items, the Company's ability to (i) incur additional
indebtedness, (ii) pay dividends, except for distributions to Holdings to
fund federal and state tax obligations, (iii) enter into certain
transactions with affiliates, (iv) repay subordinated indebtedness, and (v)
effect certain mergers, consolidations and transfers of assets.

12. 11 3/4% Senior Subordinated Notes

The 11 3/4% Notes, which mature on June 15, 2002, represent unsecured
general obligations of Silgan, subordinate in right of payment to
obligations of the Company under the Credit Agreement and the Secured Notes
and effectively subordinate to all of the obligations of the subsidiaries
of the Company. Interest is payable semi-annually on June 15 and December
15.

F-48 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

12. 11 3/4% Senior Subordinated Notes (continued)

The 11 3/4% Notes are redeemable at the option of the Company, in whole or
in part, at any time during the twelve months commencing June 15 of the
following years at the indicated percentages of their principal amount plus
accrued interest:
Redemption
Year Percentage
1997 105.8750%
1998 102.9375%
1999 and thereafter 100.0000%

The 11 3/4% Notes Indenture contains covenants which are comparable to or
less restrictive than those required by the Credit Agreement and the
Secured Notes.

The estimated fair value of the 11 3/4% Notes at December 31, 1993 was
$145,800.

13. Preferred Stock

The Preferred Stock holders received cumulative preferential dividends at
the rate per annum of 15% per share calculated as a percentage of $100.
Dividends were, at the option of the Company, paid in additional shares of
Preferred Stock. During 1992 and 1991, the Company issued 21,301 and
38,173 shares of Preferred Stock at $100 per share, representing its
Preferred Stock dividend requirement for the two quarters ended May 15,
1992 and the four quarters ended November 15, 1991. A cash dividend
payment of $1,137 was made for the quarter ended August 15, 1992.

As of December 31, 1993, the Company has authorized 1,000 shares of
Preferred Stock, of which, none is issued or outstanding.

14. Retirement Plans

F-49 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

14. Retirement Plans (continued)

Based on the latest actuarial information available, the following table
sets forth the defined benefit plans funded status and amounts recognized
in the Company's balance sheets as of December 31:

1993 1992
Actuarial present value of
benefit obligations:
Vested benefit obligations $ 19,096 $ 13,543
Non-vested benefit obligations 1,100 970

Accumulated benefit obligations 20,196 14,513
Additional benefits due to
future salary levels 9,825 9,847
Projected benefit obligations 30,021 24,360

Plan assets at fair value 18,327 14,644

Projected benefit obligation
in excess of plan assets 11,694 9,716
Unrecognized actuarial gain (loss) 2 2,431
Unrecognized prior service costs (2,093) (2,218)
Additional minimum liability 2,107 114

Net pension liability $ 11,710 $ 10,043

The 1992 funded status amounts have been restated to reflect revisions in
actuarial computations. These revisions had no effect on the Company's net
pension liability.

F-50 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

14. Retirement Plans (continued)

The assumptions used in determining actuarial present value of plan benefit
obligations as of December 31:

1993 1992 1991

Discount rate 7.5% 8.5% 8.5%
Weighted average rate of
compensation increase 4.5% 5.0 - 5.5% 5.0 - 5.5%
Expected long-term rate of
return on plan assets 8.5% 8.5% 8.5%

The components of total pension expense are as follows:

1993 1992 1991

Plan assets are invested in money market funds, equity funds and bond
funds.

In 1991, the Company realized a curtailment gain of $2,500 due to a
reduction in the Company's work force. Such amount has not been reflected
in total pension expense above.

F-51 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

15. Postretirement Benefits Other than Pensions

As discussed in Note 2, the Company adopted SFAS No. 106 in 1993. The
Company has elected to immediately recognize a cumulative charge of $3,125
(after related income taxes of $1,875) for this change in accounting
principle which represents the accumulated postretirement benefit
obligation existing as of January 1, 1993. This change in accounting
principle, excluding the cumulative effect, decreased pretax income for the
year ended December 31, 1993 by approximately $478. The postretirement
benefit cost for 1992 and 1991, which was recorded on a pay-as-you-go
basis, has not been restated and was not material.

The following table presents the plan's funded status and amounts
recognized in the Company's balance sheet as of December 31, 1993:

Accumulated postretirement
benefit obligation:
Retirees $1,209
Fully eligible active plan participants 1,197
Other active plan participants 2,127
4,533

Plan assets at fair value -

Accumulated postretirement benefit
obligation in excess of plan assets 4,533
Unrecognized net gain or (loss) (462)
Unrecognized transition obligation -
Accrued postretirement benefit cost $4,071

Net periodic postretirement benefit cost for 1993 included the following
components:

Service cost $ 152
Interest cost 326

Net periodic postretirement benefit cost $ 478

F-52 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

15. Postretirement Benefits Other than Pensions (continued)

16. Stock Option Plans

Containers and Plastics have established separate but virtually identical
stock option plans for their key employees pursuant to which options to
purchase shares of common stock of Holdings' and its subsidiaries and stock
appreciation rights ("SARs") may be granted.

Options granted under the plans may be either incentive stock options or
non qualified stock options. To date, all stock options granted have been
non qualified stock options. Under the plans, Containers and Plastics have
each reserved 1,200 shares of their common stock in order to enable them to
issue shares under the plans. Both Containers and Plastics have 10,800
shares of $0.01 par value common stock currently issued, all of which are
owned by Silgan.

The SARs extend to all of the shares covered by the options and provide for
the payment by either Containers or Plastics, as the case may be, to the
holders of the options an amount in cash or stock equal to the excess of
the proforma book value, as defined, of a share of common stock (or in the
event of a public offering, the fair market value of a share of common
stock) over the exercise price of the option with certain adjustments for
the portion of vested stock appreciation not paid at the time of
recapitalization in June, 1989. The subsidiaries have the right to
repurchase, and employees have the right to require the subsidiaries to
repurchase, their common stock at the then proforma book value, or market
value as the case may be, should employees leave the Company.

F-53 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

16. Stock Option Plans (continued)

At December 31, 1993, there were outstanding options for 816 shares under
the Containers' Plan and 300 shares under the Plastics' Plan. The exercise
prices per share range from $2,122 to $2,456 for the Containers' options
and are $746 for the Plastics' options. There were 528 options and 240
options exercisable at December 31, 1993 under the Containers' and
Plastics' plans, respectively. The Company incurred charges relating to
the vesting and payment of benefits under the stock option plans of $200
and $350 in 1993 and 1992, respectively (none in 1991).

The stock options and SARs generally become exercisable ratably over a five
year period.

In the event of a public offering of any of the Company's or Holdings'
capital stock or a sale of the Company or Holdings to a third party, (i)
the options granted by Containers and Plastics pursuant to the plans, or
(ii) any stock issued upon exercise of such options issued by Containers
and Plastics are convertible into either stock options or common stock of
the Company or Holdings. The conversion of such options or shares will be
based upon a valuation of Holdings and an allocation of such value among
the subsidiaries after giving affect to, among other things, that portion
of the outstanding obligation of Holdings allocable to each such
subsidiary.

17. Business Information

F-54 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

18. Related Party Transactions

Pursuant to various management services agreements (the "Management
Agreement") entered into between Holdings, Silgan, Containers, Plastics,
and S&H, Inc. ("S&H"), a company wholly owned by Messrs. Silver and
Horrigan, the Chairman of the Board and President of Holdings,
respectively, S&H provides Holdings and the Company and its subsidiaries
with general management, supervision and administrative services (the
"Services"). In consideration for the Services, S&H receives a fee of
4.95% (of which 0.45% is payable to MS & Co.) of Holdings' consolidated
earnings before depreciation, amortization, interest and taxes ("EBDIT")
until EBDIT has reached the Scheduled Amount set forth in the Management
Agreement and 3.3% (of which 0.3% is payable to MS & Co.) after EBDIT has
exceeded the Scheduled Amount up to the Maximum Amount as set forth in the
Management Agreement, plus reimbursement for all related out-of-pocket
expenses. The total amount incurred for the years ended December 31, 1993,
1992 and 1991 was approximately $4,385, $4,225 and $4,027, respectively.
Included in accounts payable at December 31, 1993 and 1992, was
approximately $575 and $200, payable to S&H, respectively.

In connection with the Credit Agreement entered into in 1993, the Banks
(including Bankers Trust) received certain fees amounting to $8,100.

19. Commitments

The Company is committed under certain noncancelable operating leases for
office and plant facilities, equipment and automobiles. Minimum future
rental payments under these operating leases are:

1994 $8,960
1995 6,700
1996 5,829
1997 4,873
1998 3,606
Thereafter 9,44l
$39,409

Rental expense for the years ended December 31, 1993, 1992 and 1991 was
approximately $7,999, $7,977 and $8,102, respectively.

F-55 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

20. Litigation

In 1991, the Court stayed one of the actions and related appraisal
proceeding based upon the seizure and placement into receivership of one
plaintiff. The Court lifted the stay of the action and appraisal
proceeding on March 30, 1992 and both the action and appraisal were
dismissed in February 1994 following settlement with the plaintiffs. The
second action was voluntarily dismissed on January 29, 1992 without
prejudice to the right of the plaintiffs to reinstate the action at the
conclusion of the related appraisal proceeding. Discovery is proceeding in
the appraisal. The Court has set the week of May 9, 1994 for trial.

Additionally, a complaint was filed by parties who are limited partners of
The Morgan Stanley Leveraged Equity Fund, L.P. ("MSLEF") against a number
of defendants including Silgan and Holdings. The complaint alleges that
Silgan and Holdings aided and abetted the general partners MSLEF in
breaching their fiduciary duties to the limited partners. The Court
dismissed all claims against Silgan and Holdings related to this action on
January 14, 1993, and subsequently upheld that dismissal after the
plaintiff filed a motion for reargument.

F-56 <PAGE>

SILGAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
(Dollars in thousands
except for per share data)

20. Litigation (continued)

In connection with the Merger and the litigation described above, as of
December 31, 1993 approximately $6,800 of the purchase price has not been
paid to certain former stockholders and such amount has been recorded by
Holdings as a current liability. To the extent the Company elects to make
such payments to former stockholders, the Company's stockholder's equity
could be reduced by the amount of such payment.

F-57 <PAGE>

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

F-58 <PAGE>

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

F-59 <PAGE>

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

F-60 <PAGE>

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.

F-61 <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

F-62 <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 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.

F-63 <PAGE>

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

F-64 <PAGE>

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

F-65 <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.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

F-66 <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.

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

F-67 <PAGE>

SILGAN HOLDINGS INC.
PRO FORMA UNAUDITED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1993
(Dollars in Thousands)

Set forth below is the Company's summary pro forma unaudited combined
statement of operations for the year ended December 31, 1993 which include
the historical results of DM Can for the period ended December 21, 1993 and
give effect to the pro forma adjustments.

The pro forma adjustments to the historical results of operations reflect
the sales prices set forth in a supply agreement with Del Monte, the
estimated effect of purchase accounting adjustments based upon preliminary
apraisals and evaluations, the financing of the acquisition and certain
other adjustments as if these events had occurred as of the beginning of
the periods mentioned therein. The following unaudited pro forma results
of operations would actually have been had the transaction in fact occurred
on the date indicated or to project the Company's results for any future
period.

F-68 <PAGE>

SILGAN HOLDINGS INC.
PRO FORMA UNAUDITED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1993
(Dollars in Thousands)

Pro Forma
Historical DM Can Adjustments Pro Forma
Net sales $645,468 $175,169 $ (2,023)(a) $818,614

1,516 (b)
Cost of goods sold 571,174 175,169 (14,374)(c) 733,485

Gross profit 74,294 $ - 10,835 85,129

Selling, general and
administrative expenses 32,460 2,000 (d) 34,460

Income from operations 41,834 8,835 50,669

Interest expense and other
related financing costs 54,265 4,503 (e) 58,768

Other expense 35 - 35

Loss before income taxes (12,466) 4,332 (8,134)

Income tax provision 1,900 346 (f) 2,246

Loss before extraordinary
charges and cumulative
effect of changes in
accounting principles (14,366) 3,986 (10,380)

Extraordinary charges relating
to early extinguishment of debt (1,341) - (1,341)

Cumulative effect of changes
in accounting principles (6,276) - (6,276)

Net loss $ (21,983) $ 3,986 $(17,997)

F-69 <PAGE>

SILGAN HOLDINGS INC.
NOTES TO PRO FORMA UNAUDITED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1993

(a) Historical net sales have been adjusted to reflect the prices set
forth in the supply agreement with Del Monte 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) For pro forma purposes there is no federal income tax expense due to
Silgan's consolidated net operating loss position. An adjustment has
been made to the state income tax provision for the estimated effect
of DM Can.

F-70 <PAGE>

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits:
--------

Exhibit
Number Description
- ------ -----------

3.1 Restated Certificate of Incorporation of Silgan, as amended
(incorporated by reference to Exhibit 3.1 filed with Silgan's
Annual Report on Form 10-K for the year ended December 31, 1993,
Commission File No. 1-11200).

3.2 By-laws of Silgan (incorporated by reference to Exhibit 3(ii) filed
with Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719).

3.3 Restated Certificate of Incorporation of Holdings (incorporated by
reference to Exhibit 1 filed with Holdings' Current Report on Form
8-K, dated March 25, 1994, Commission File No. 33-28409).

3.4 By-laws of Holdings (incorporated by reference to Exhibit 3.4 filed
with Silgan's Registration Statement on Form S-1, dated May 1,
1989, Registration Statement No. 33-28409).

4.1 Indenture, dated as of June 29, 1992, between Holdings and The

Connecticut National Bank, as trustee, with respect to the Discount
Debentures (incorporated by reference to Exhibit 1 filed with
Holdings' Current Report on Form 8-K dated July 15, 1992,
Commission File No. 33-47632).

4.2 Indenture dated as of June 29, 1992, between Silgan and Shawmut
Bank, N.A., as Trustee, with respect to the Notes (incorporated by
reference to Exhibit 1 filed with Silgan's Current Report on Form
8-K dated July 15, 1992, Commission File No. 33-46499).

4.3 Secured Notes Purchase Agreement dated as of June 29, 1992, between
Silgan and Morgan Stanley (incorporated by reference to Exhibit 2
filed with Silgan's Current Report on Form 8-K dated July 15, 1992,
Commission File No. 33-46499).

4.4 Form of Holdings' 13-1/4% Senior Discount Debentures Due 2002
(incorporated by reference to Exhibit 4.4 filed with Holdings'
Annual Report on Form 10-K for the year ended December 31, 1992,
Commission File No. 33-28409).

4.5 Form of Silgan's 11-3/4% Senior Subordinated Notes due 2002
(incorporated by reference to Exhibit 4.5 filed with Holdings'
Annual Report on Form 10-K for the year ended December 31, 1992,
Commission File No. 33-28409).

4.6 Registration Rights Agreement, dated August 31, 1987, among Silgan
and each of the Purchasers who are signatory thereto with respect
to Silgan's Class B Common Stock (incorporated by reference to
Exhibit 10(ii) filed with Silgan's Registration Statement on Form
S-1, dated January 11, 1988, Registration Statement No. 33-18719).

5 Opinion of Winthrop, Stimson, Putnam & Roberts as to the legality
of the Debentures (incorporated by reference to Exhibit 5 filed
with Amendment No. 3 to Holdings' Registration Statement on Form S-
1, dated June 19, 1992, Registration Statement No. 33-47632).

8 Opinion of Winthrop, Stimson, Putnam & Roberts as to tax matters
(incorporated by reference to Exhibit 8 filed with Post-Effective
Amendment No. 1 to Holdings' Registration Statement on Form S-1,
dated June 18, 1993, Registration Statement No. 33-47632).

10.1 Agreement for Purchase and Sale of Assets, dated as of June 18,
1987, between Carnation Company and Canaco Corporation (Containers)
(incorporated by reference to Exhibit 2(i) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719).

10.2 First Amendment to Agreement for Purchase and Sale of Assets, dated
as of July 15, 1987, between Carnation Company and Canaco
Corporation (Containers) (incorporated by reference to Exhibit
2(ii) filed with Silgan's Registration Statement on Form S-1, dated
January 11, 1988, Registration Statement No. 33-18719).

10.3 Second Amendment to Agreement for Purchase and Sale of Assets,
dated as of August 31, 1987, between Carnation Company and Canaco
Corporation (Containers) (incorporated by reference to Exhibit
2(iii) filed with Silgan's Registration Statement on Form S-1,
dated January 11, 1988, Registration Statement No. 33-18719).

10.4 Asset Purchase Agreement, dated as of July 29, 1987, between

Plastics Corporation (Plastics) and Monsanto Company (incorporated
by reference to Exhibit 2(iv) filed with Silgan's Registration
Statement on Form S-1, dated January 11, 1988, Registration
Statement No. 33-18719).

10.5 First Amendment to the Asset Purchase Agreement, dated as of July
29, 1987, between Plastics Corporation (Plastics) and Monsanto
Company (incorporated by reference to Exhibit 2(v) filed with
Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719).

10.6 Agreement for Purchase and Sale of Assets, dated as of September
27, 1988, between Carnation Company and Containers (incorporated by
reference to Exhibit 1 filed with Silgan's Current Report on Form
8-K, dated October 17, 1988).

10.7 Agreement for Purchase and Sale of Cartons, effective October 1,
1988, between Containers and Carnation Company (incorporated by
reference to Exhibit 2 filed with Silgan's Current Report on Form
8-K, dated October 17, 1988).

10.8 Agreement for Sale and Purchase of Containers, dated as of December
3, 1988, between Containers and Dial (incorporated by reference to
Exhibit 2 filed with Silgan's Current Report on Form 8-K, dated
December 19, 1988).

10.9 Asset Purchase Agreement, dated as of November 7, 1988, between
Containers and Dial (incorporated by reference to Exhibit 1 filed
with Silgan's Current Report on Form 8-K, dated December 19, 1988).

10.10 Amended and Restated Stock Purchase Agreement, dated as of January
1, 1989, among Aim, certain shareholders of Aim, and Silgan
(incorporated by reference to Exhibit 1 filed with Silgan's Current
Report on Form 8-K, dated March 15, 1989).

10.11 Assignment and Assumption, dated as of March 1, 1989, between
Silgan and InnoPak Plastics Corporation (Plastics) (incorporated by
reference to Exhibit 2 filed with Silgan's Current Report on Form
8-K, dated March 15, 1989).

10.12 Agreement for Purchase and Sale of Assets between Fortune and
InnoPak Plastics Corporation (Plastics) dated as of March 1, 1989
(incorporated by reference to Exhibit 1 filed with Silgan's Current
Report on Form 8-K, dated April 14, 1989).

10.13 Amendment to Agreement for Purchase and Sale of Assets, dated as of
March 30, 1989, between Fortune and InnoPak Plastics Corporation
(Plastics) (incorporated by reference to Exhibit 2 to Silgan's
Current Report on Form 8-K, dated April 14, 1989).

10.14 Assignment and Assumption Agreement, dated as of March 31, 1989,
between InnoPak Plastics Corporation (Plastics) and Fortune
Acquisition Corporation (incorporated by reference to Exhibit 3 to
Silgan's Current Report on Form 8-K, dated April 14, 1989).

10.15 Agreement for Purchase and Sale of Shares between and among InnoPak
Plastics Corporation (Plastics), Gordon Malloch and Jurgen Arnemann
and Express, dated as of March 1, 1989 (incorporated by reference
to Exhibit 5 to Silgan's Current Report on Form 8-K, dated April
14, 1989).

10.16 Amendment to Agreement for Purchase and Sale of Shares, dated as of
March 31 , 1989, among InnoPak Plastics Corporation (Plastics),
Express, Gordon Malloch and Jurgen Arnemann (incorporated by

reference to Exhibit 6 to Silgan's Current Report on Form 8-K,
dated April 14, 1989).

10.17 Assignment and Assumption Agreement dated as of March 31, 1989,
between InnoPak Plastics Corporation (Plastics) and 827598 Ontario
Inc. (incorporated by reference to Exhibit 7 to Silgan's Current
Report on Form 8-K, dated April 14, 1989).

10.18 Employment Agreement, dated as of September 14, 1987, between James
Beam and Canaco Corporation (Containers) (incorporated by reference
to Exhibit 10(vi) filed with Silgan's Registration Statement on
Form S-1, dated January 11, 1988, Registration Statement No. 33-
18719).

10.19 Amended and Restated Employment Agreement, dated as of June 18,
1987, between Gerald Wojdon and Canaco Corporation (Containers)
(incorporated by reference to Exhibit 10(vii) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719).

10.20 Employment Agreement, dated as of September 1, 1989, between
Silgan, InnoPak Plastics Corporation (Plastics), Russell F. Gervais
and Aim (incorporated by reference to Exhibit 5 filed with Silgan's
Report on Form 8-K, dated March 15, 1989).

10.21 Supply Agreement for Gridley, California effective August 31, 1987
(incorporated by reference to Exhibit 10(ix) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.22 Amendment to Supply Agreement for Gridley, California, dated July
1, 1990 (incorporated by reference to Exhibit 10.27 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.23 Supply Agreement for Gustine, California effective August 31, 1987
(incorporated by reference to Exhibit 10(x) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.24 Amendment to Supply Agreement for Gustine, California, dated March
1, 1990 (incorporated by reference to Exhibit 10.29 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.25 Supply Agreement for Hanford, California effective August 31, 1987
(incorporated by reference to Exhibit 10(xi) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.26 Amendment to Supply Agreement for Hanford, California, dated July
1, 1990 (incorporated by reference to Exhibit 10.31 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.27 Supply Agreement for Riverbank, California effective August 31,
1987 (incorporated by reference to Exhibit 10(xii) filed with
Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.28 Supply Agreement for Woodland, California effective August 31, 1987
(incorporated by reference to Exhibit 10(xiii) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.29 Amendment to Supply Agreement for Woodland, California, dated July
1, 1990 (incorporated by reference to Exhibit 10.34 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.30 Supply Agreement for Morton, Illinois, effective August 31, 1987
(incorporated by reference to Exhibit 10(vii) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.31 Amendment to Supply Agreement for Morton, Illinois, dated July 1,
1990 (incorporated by reference to Exhibit 10.36 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.32 Supply Agreement for Ft. Dodge, Iowa, effective August 31, 1987
(incorporated by reference to Exhibit 10(xiv) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.33 Amendment to Supply Agreement for Ft. Dodge, Iowa, dated March 1,
1990 (incorporated by reference to Exhibit 10.38 filed with
Silgan's Registration statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.34 Supply Agreement for Maysville, Kentucky, effective August 31, 1987
(incorporated by reference to Exhibit 10(xvi) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.35 Amendment to Supply Agreement for Maysville, Kentucky, dated March
1, 1990 (incorporated by reference to Exhibit 10.40 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.36 Supply Agreement for St. Joseph, Missouri, effective August 31,
1987 (incorporated by reference to Exhibit 10(xvii) filed with
Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.37 Amendment to Supply Agreement for St. Joseph, Missouri, dated March
1, 1990 (incorporated by reference to Exhibit 10.42 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.38 Supply Agreement for Trenton, Missouri, effective August 31, 1987
(incorporated by reference to Exhibit 10(xviii) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.39 Amendment to Supply Agreement for Trenton, Missouri, dated March 1,
1990 (incorporated by reference to Exhibit 10.44 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.40 Supply Agreement for South Dayton, New York, effective August 31,
1987 (incorporated by reference to Exhibit 10(xix) filed with
Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.41 Amendment to Supply Agreement for South Dayton, New York, dated
March 1, 1990 (incorporated by reference to Exhibit 10.46 filed
with Silgan's Registration Statement on Form S-1, dated March 18,
1992, Registration Statement No. 33-46499) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.42 Supply Agreement for Statesville, North Carolina, effective August
31, 1987 (incorporated by reference to Exhibit 10(xx) filed with
Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.43 Supply Agreement for Hillsboro, Oregon, effective August 31, 1987
(incorporated by reference to Exhibit 10(xxi) filed with Silgan's
Registration Statement on Form S-1, dated January 11, 1988,
Registration Statement No. 33-18719) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.44 Amendment to Supply Agreement for Hillsboro, Oregon, dated March 1,
1990 (incorporated by reference to Exhibit 10.49 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.45 Supply Agreement for Moses Lake, Washington, effective August 31,
1987 (incorporated by reference to Exhibit 10(xxii) filed with
Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.46 Amendment to Supply Agreement for Moses Lake, Washington, dated
March 1, 1990 (incorporated by reference to Exhibit 10.51 filed
with Silgan's Registration Statement on Form S-1, dated March 18,
1992, Registration Statement No. 33-46499) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.47 Supply Agreement for Jefferson, Wisconsin, effective August 31,
1987 (incorporated by reference to Exhibit 10(xxiii) filed with
Silgan's Registration Statement on Form S-1, dated January 11,
1988, Registration Statement No. 33-18719) (Portions of this
Exhibit are subject to confidential treatment pursuant to order of
the Commission).

10.48 Amendment to Supply Agreement for Jefferson, Wisconsin, dated March
1, 1990 (incorporated by reference to Exhibit 10.53 filed with
Silgan's Registration Statement on Form S-1, dated March 18, 1992,
Registration Statement No. 33-46499) (Portions of this Exhibit are
subject to confidential treatment pursuant to order of the
Commission).

10.49 Supply Agreement for Seaboard, effective October 1, 1988
(incorporated by reference to Exhibit 2 filed with Silgan's Current
Report on Form 8-K, dated October 17, 1988).

10.50 Supply Agreement for Fort Madison, dated as of December 3, 1988
(incorporated by reference to Exhibit 2 filed with Silgan's Current
Report on Form 8-K, dated December 19, 1988).

10.51 Amendment to Supply Agreements dated November 17, 1989 for Ft.
Dodge, Iowa; Hillsboro, Oregon; Jefferson, Wisconsin; St. Joseph,
Missouri; and Trenton, Missouri (incorporated by reference to
Exhibit 10.49 filed with Silgan's Annual Report on Form 10-K for
the year ended December 31, 1989, Commission File No. 33-18719)
(Portions of this Exhibit are subject to confidential treatment
pursuant to order of the Commission).

10.52 Raw Materials Agreement, dated as of November 12, 1986, by and
between Carnation and Alcoa (incorporated by reference to Exhibit
10(xxxix) filed with Silgan's Registration Statement on Form S-1,
dated September 14, 1988, Registration Statement No. 33-18719).

10.53 Assignment of Raw Materials Agreement, dated as of August 31, 1987,
by and between Carnation and Alcoa (incorporated by reference to
Exhibit 10(xl) filed with Silgan's Post-Effective Amendment No. 4
to its Registration Statement on Form S-1, dated September 14,
1988, Registration No. 33-18719).

10.54 Amendment to Raw Materials Agreement, dated February 21, 1990, by
and between Containers and Alcoa (incorporated by reference to
Exhibit 10.52 filed with Silgan's Annual Report on Form 10-K for
the year ended December 31, 1989, Commission File No. 33-18719)
(Portions of this Exhibit are subject to confidential treatment
pursuant to order of the Commission).

10.55 InnoPak Plastics Corporation (Plastics) Pension Plan for Salaried
Employees (incorporated by reference to Exhibit 10.32 filed with
Silgan's Annual Report on Form 10-K for the year ended December 31,

1988, Commission File No. 33-18719).

10.56 InnoPak Plastics Corporation (Plastics) Compensation Investment
Plan for Salaried Employees (incorporated by reference to Exhibit
(xli) filed with Silgan's Post-Effective Amendment No. 4 to its
Registration Statement on Form S-1, dated September 14, 1988,
Registration No. 33-18719).

10.57 Containers Pension Plan for Salaried Employees (incorporated by
reference to Exhibit 10.34 filed with Silgan's Annual Report on
Form 10-K for the year ended December 31, 1988, Commission File No.
33-18719).

10.58 Non-Competition Agreement, dated as of January 1, 1989, among
Silgan, Aim, and certain shareholders of Aim (incorporated by
reference to Exhibit 4 filed with Silgan's Current Report on Form
8-K, dated March 15, 1989).

10.59 Sharonville Conversion Agreement, dated as of August 31, 1987,
between Monsanto and InnoPak Plastics Corporation (Plastics)
(incorporated by reference to Exhibit 10(xxix) filed with Silgan's
Post-Effective Amendment No. 4 to its Registration Statement on
Form S-1, dated September 14, 1988, Registration No. 33-18719).

10.60 Consent, dated August 11, 1987, by Yoshino Kogyosno Co., Ltd. to
the Sharonville Conversion Agreement (incorporated by reference to
Exhibit 10(xxx) filed with Silgan's Post-Effective Amendment No. 4
to its Registration Statement on Form S-1, dated September 14,
1988, Registration No. 33-18719).

10.61 Lease, dated as of August 31, 1987, between Monsanto and InnoPak
Plastics Corporation (Plastics), concerning the land and plant in
Anaheim, California (incorporated by reference to Exhibit 10(xxxi)
filed with Silgan's Post-Effective Amendment No. 4 to its
Registration Statement on Form S-1, dated September 14, 1988,
Registration No. 33-18719).

10.62 Assignment and Assumption Agreement, dated as of August 31, 1987,
between Monsanto and Innopak Plastics Corporation (Plastics), with
respect to certain premises known as the Westport Plant located in
Westport, Missouri (incorporated by reference to Exhibit 10(xxxii)
filed with Silgan's Post-Effective Amendment No. 4 to its
Registration Statement on Form S-1, dated September 14, 1988,
Registration No. 33-18719).

10.63 Amendment to Lease, dated August 31, 1987, between Houston/St.
Louis Properties (Successor) and InnoPak Plastics Corporation
(Plastics), with respect to property located in Westport, Missouri
(incorporated by reference to Exhibit 10(xxxiii) filed with
Silgan's Post-Effective Amendment No. 4 to its Registration
Statement on Form S-1, dated September 14, 1988, Registration No.
33-18719).

10.64 Assignment and Assumption Agreement, dated as of August 31, 1987,
between Monsanto and InnoPak Plastics Corporation (Plastics), with
respect to certain premises at 2469 Schuetz Road, Westport,
Missouri (incorporated by reference to Exhibit 10(xxxiv) filed with
Silgan's Post-Effective Amendment No. 4 to its Registration
Statement on Form S-1, dated September 14, 1988, Registration No.
33-18719).

10.65 Assignment and Assumption Agreement, dated as of August 31, 1987,

between Monsanto and InnoPak Plastics Corporation (Plastics), with
respect to certain premises at 2451 Schuetz Road, Westport,
Missouri (incorporated by reference to Exhibit 10(xxxv) filed with
Silgan's Post-Effective Amendment No. 4 to its Registration
Statement on Form S-1, dated September 14, 1988, Registration No.
33-18719).

10.66 Landlord Estoppel Certificates dated August 17, 1987, with respect
to real property lease located in Westport, Missouri (incorporated
by reference to Exhibit 10(xxxvi) filed with Silgan's Post-
Effective Amendment No. 4 to its Registration Statement on Form S-
1, dated September 14, 1988, Registration No. 33-18719).

10.67 Landlord Estoppel Certificates dated August 25, 1987, with respect
to real property lease covering certain premises at 2451 Schuetz
Road, Westport, Missouri (incorporated by reference to Exhibit
10(xxxvii) filed with Silgan's Post-Effective Amendment No. 4 to
its Registration Statement on Form S-1, dated September 14, 1988,
Registration No. 33-18719).

10.68 Express Guaranty dated as of March 31, 1989 (incorporated by
reference to Exhibit 10.66 to Holdings' Registration Statement on
Form S-1, dated May 1, 1989, Registration No. 33-28409).

10.69 Express Security Agreement dated as of March 31, 1989 (incorporated
by reference to Exhibit 10.67 to Holdings' Registration Statement
on Form S-1, dated May 1, 1989, Registration No. 33-28409).

10.70 Canadian Holdco Guaranty dated as of March 31, 1989 (incorporated
by reference to Exhibit 10.68 to Holdings' Registration Statement
on Form S-1, dated May 1, 1989, Registration No. 33-28409).

10.71 Canadian Holdco Pledge Agreement dated as of March 31, 1989
(incorporated by reference to Exhibit 10.69 to Holdings'
Registration Statement on Form S-1, dated May 1, 1989, Registration
No. 33-28409).

10.72 Canadian Acquisition Co. Guaranty dated as of March 31, 1989
(incorporated by reference to Exhibit 10.70 to Holdings'
Registration Statement on Form S-1, dated May 1, 1989, Registration
No. 33-28409).

10.73 Canadian Acquisition Co. Pledge Agreement dated as of March 31,
1989 (incorporated by reference to Exhibit 10.71 to Holdings'
Registration Statement on Form S-1, dated May 1, 1989, Registration
No. 33-28409).

10.74 Agreement and Plan of Merger, dated as of April 28, 1989, among
Holdings, Acquisition and Silgan (incorporated by reference to
Exhibit 2.6 to Holdings' Registration Statement on Form S-1, dated
May 1, 1989, Registration No. 33-28409).

10.75 Lease between Containers and Riverbank Venture dated May 1, 1990
(incorporated by reference to Exhibit 10.99 filed with Silgan's
Annual Report on Form 10-K for the year ended December 31, 1989,
Commission File No. 33-18719).

10.76 Loan Agreement between The Iowa Department of Economic Development,
City of Iowa City and Iowa City Can Manufacturing Company, dated
November 17, 1988 (incorporated by reference to Exhibit 10.100
filed with Silgan's Annual Report on Form 10-K for the year ended
December 31,1989, Commission File No. 33-18719).

10.77 Promissory Note and Promissory Note Agreement dated November 17,

1988 from Iowa City Can Manufacturing Company to the City of Iowa
City (incorporated by reference to Exhibit 10.101 filed with
Silgan's Annual Report on Form 10-K for the year ended December 31,
1989, Commission File No. 33-18719).

10.78 Mortgage between City of Iowa City, Iowa City Can Manufacturing
Company and Michael Development dated January 5, 1990 (incorporated
by reference to Exhibit 10.102 filed with Silgan's Annual Report on
Form 10-K for the year ended December 31, 1989, Commission File No.
33-18719).

10.79 Containers Master Equipment Lease with Decimus Corporation, dated
as of October 11, 1989 (incorporated by reference to Exhibit 10.103
filed with Silgan's Annual Report on Form 10-K for the year ended
December 31, 1989, Commission File No. 33-18719).

10.80 Underwriting Agreement dated June 22, 1989 between Holdings and
Morgan Stanley (incorporated by reference to Exhibit 1 filed with
Amendment No. 4 to Holdings' Registration Statement on Form S-1,
dated June 23, 1989, Registration Statement No. 33-28409).

10.81 Amended and Restated Tax Allocation Agreement by and among
Holdings, Silgan, Containers, InnoPak Plastics Corporation
(Plastics), Aim, Fortune, SPHI and Silgan PET dated as of July 13,
1990 (incorporated by reference to Exhibit 10.107 filed with Post-
Effective Amendment No. 6 to Silgan's Registration Statement on
Form S-1, dated August 20, 1990, Registration Statement No. 33-
18719).

10.82 Sublease Agreement between Amoco and PET Acquisition Corp. (Silgan
PET) dated July 24, 1989 (incorporated by reference to Exhibit
10.111 filed with Post-Effective Amendment No. 6 to Silgan's
Registration Statement on Form S-1, dated August 20, 1990,
Registration Statement No. 33-18719).

10.83 Lease Agreement between the Trustees of Cabot 95 Trust and Amoco
Plastic Products Company dated August 16, 1978 (incorporated by
reference to Exhibit 10.112 filed with Post-Effective Amendment
No. 6 to Silgan's Registration Statement on Form S-1, dated August
20, 1990, Registration Statement No. 33-18719).

10.84 Contribution Agreement by and among Messrs. Silver, Horrigan,
Rankin and Rodriguez, MSLEF II and BTNY dated as of July 13, 1990
(incorporated by reference to Exhibit 2 filed with Silgan's Current
Report on Form 8-K, dated July 1990).

10.85 Asset Purchase Agreement, dated as of November 1, 1991 by and among
Silgan PET, Holdings and Sewell Plastics Inc. (incorporated by
reference to Exhibit 1 filed with Silgan's Current Report on Form
8-K, dated December 2,1991).

10.86 Inventory and Equipment Purchase Agreement, dated as of November 1,
1991 by and among Silgan PET, Holdings and Sewell Plastics, Inc.
(incorporated by reference to Exhibit 2 filed with Silgan's Current
Report on Form 8-K, dated December 2, 1991).

10.87 Letter Agreement, dated November 15, 1991, amending the Asset
Purchase Agreement dated as of November 1, 1991 by and among Silgan
PET, Holdings and Sewell Plastics, Inc. (incorporated by reference
to Exhibit 3 to Silgan's Current Report on Form 8-K, dated December

2, 1991).

10.88 Letter Agreement, dated November 15, 1991, amending the Inventory
and Equipment Purchase Agreement dated as of November 1, 1991 by
and among Silgan PET, Holdings and Sewell Plastics, Inc.
(incorporated by reference to Exhibit 4 filed with Silgan's Current
Report on Form 8-K, dated December 2,1991).

10.89 Letter Agreement, dated November 31, 1991, amending the Inventory
and Equipment Purchase Agreement dated as of November 1, 1991 by
and among Silgan PET, Holdings and Sewell Plastics, Inc.
(incorporated by reference to Exhibit 5 filed with Silgan's Current
Report on Form 8-K, dated December 2, 1991).

10.90 Containers Deferred Incentive Savings Plan (incorporated by
reference to Exhibit 10.144 filed with Silgan's Registration
Statement on Form S-1, dated March 18, 1992, Registration Statement
No. 33-46499).

10.91 Amended and Restated Credit Agreement dated as of June 18, 1992,
among Silgan, Containers, Plastics, various banks and Bankers
Trust, as Agent (incorporated by reference to Exhibit 4 filed with
Silgan's Current Report on Form 8-K, dated July 15, 1992,
Commission File No. 33-46499).

10.92 Amended and Restated Pledge Agreement dated as of June 18, 1992,
made by Silgan (incorporated by reference to Exhibit 5 filed with
Silgan's Current Report on Form 8-K, dated July 15, 1992,
Commission File No. 33-46499).

10.93 Amended and Restated Pledge Agreement dated as of June 18, 1992,
made by Containers and Plastics (incorporated by reference to
Exhibit 6 filed with Silgan's Current Report on Form 8-K, dated
July 15, 1992, Commission File No. 33-46499).

10.94 Amended and Restated Pledge Agreement dated as of June 18, 1992,
made by Holdings (incorporated by reference to Exhibit 7 filed with
Silgan's Current Report on Form 8-K, dated July 15, 1992,
Commission File No. 33-46499).

10.95 Amended and Restated Security Agreement dated as of June 18, 1992,
among Plastics, Containers and Bankers Trust (incorporated by
reference to Exhibit 8 filed with Silgan's Current Report on Form
8-K, dated July 15, 1992, Commission File No. 33-46499).

10.96 Amended and Restated Holdings Guaranty dated as of June 18, 1992
(incorporated by reference to Exhibit 9 filed with Silgan's Current
Report on Form 8-K, dated July 15, 1992, Commission File No. 33-
46499).

10.97 Borrowers Guaranty, dated as of June 18, 1992, made by Silgan,
Containers and Plastics (incorporated by reference to Exhibit 10
filed with Silgan's Current Report on Form 8-K, dated July 15,
1992, Commission File No. 33-46499).

10.98 Subsidiaries Guarantee, dated as of June 29, 1992, of Containers
and Plastics (incorporated by reference to Exhibit 11 filed with
Silgan's Current Report on Form 8-K, dated July 15, 1992,
Commission File No. 33-46499).

10.99 Underwriting Agreement, dated June 22, 1992, between Holdings and
Morgan Stanley with respect to the Debentures (incorporated by
reference to Exhibit 2 filed with Holdings' Current Report on Form

8-K, dated July 15, 1992, Commission File No. 33-47632).

10.100 Underwriting Agreement, dated June 22, 1992, between Silgan and
Morgan Stanley with respect to the 11-3/4% Notes (incorporated by
reference to Exhibit 3 filed with Silgan's Current Report on Form
8-K, dated July 15, 1992, Commission File No. 33-46499).

10.101 Silgan Containers Corporation Second Amended and Restated 1989
Stock Option Plan (incorporated by reference to Exhibit 10.100
filed with Post-Effective Amendment No. 2 to Silgan's Registration
Statement on Form S-1, dated May 11, 1994, Commission File No. 33-
46499).

10.102 Form of Containers Nonstatutory Restricted Stock Option and Stock
Appreciation Right Agreement (incorporated by reference to Exhibit
10.120 filed with Holdings' Annual Report on Form 10-K for the year
ended December 31, 1992, Commission File No. 33-28409).

10.103 Silgan Plastics Corporation 1994 Option Plan (incorporated by
reference to Exhibit 10.102 filed with Post-Effective Amendment No.
2 to Silgan's Registration Statement on Form S-1, dated May 11,
1994, Commission File No. 33-46499).

10.104 Form of Plastics Nonstatutory Restricted Stock Option and Stock
Appreciation Right Agreement (incorporated by reference to Exhibit
10.103 filed with Post-Effective Amendment No. 2 to Silgan's
Registration Statement on Form S-1, dated May 11, 1994, Commission
File No. 33-46499).

10.105 Silgan Holdings Inc. Second Amended and Restated 1989 Stock Option
Plan (incorporated by reference to Exhibit 10.104 filed with Post-
Effective Amendment No. 2 to Silgan's Registration Statement on
Form S-1, dated May 11, 1994, Commission File No. 33-46499).

10.106 Form of Holdings Nonstatutory Restricted Stock Option and Stock
Appreciation Right Agreement (incorporated by reference to Exhibit
10.124 filed with Holdings' Annual Report on Form 10-K for the year
ended December 31, 1992, Commission File No. 33-28409).

10.107 Purchase Agreement, dated as of September 3, 1993, between
Containers and Del Monte (incorporated by reference to Exhibit 1
filed with Holdings' Current Report on Form 8-K, dated January 5,
1994, Commission File No. 33-28409).

10.108 Amendment to Purchase Agreement, dated as of December 10, 1993,
between Containers and Del Monte (incorporated by reference to
Exhibit 2 filed with Holdings' Current Report on Form 8-K, dated
January 5, 1994, Commission File No. 33-28409).

10.109 Amended and Restated Organization Agreement, dated as of December
21, 1993, among R. Philip Silver, D. Greg Horrigan, MSLEF II, BTNY,
First Plaza and Holdings (incorporated by reference to Exhibit 2
filed with Holdings' Current Report on Form 8-K, dated March 25,
1994, Commission File No. 33-28409).

10.110 Stockholders Agreement, dated as of December 21, 1993, among R.
Philip Silver, D. Greg Horrigan, MSLEF II, BTNY, First Plaza and
Holdings (incorporated by reference to Exhibit 3 filed with
Holdings' Current Report on Form 8-K, dated March 25, 1994,
Commission File No. 33-28409).

10.111 Amended and Restated Management Services Agreement, dated as of
December 21, 1993, between S&H and Holdings (incorporated by
reference to Exhibit 4 filed with Holdings' Current Report on Form
8-K, dated March 25, 1994, Commission File No. 33-28409).

10.112 Amended and Restated Management Services Agreement, dated as of
December 21, 1993, between S&H and Silgan (incorporated by
reference to Exhibit 5 filed with Holdings' Current Report on Form
8-K, dated March 25, 1994, Commission File No. 33-28409).

10.113 Amended and Restated Management Services Agreement, dated as of
December 21, 1993, between S&H and Containers (incorporated by
reference to Exhibit 6 filed with Holdings' Current Report on Form
8-K, dated March 25, 1994, Commission File No. 33-28409).

10.114 Amended and Restated Management Services Agreement, dated as of
December 21, 1993, between S&H and Plastics (incorporated by
reference to Exhibit 7 filed with Holdings' Current Report on Form
8-K, dated March 25, 1994, Commission File No. 33-28409).

10.115 Stock Purchase Agreement, dated as of December 21, 1993, between
Holdings and First Plaza (incorporated by reference to Exhibit 8
filed with Holdings' Current Report on Form 8-K, dated March 25,
1994, Commission File No. 33-28409).

10.116 Credit Agreement, dated as of December 21, 1993, among Silgan,
Containers, Plastics, the lenders from time to time party thereto,
Bank of America, as co-agent, and Bankers Trust, as agent
(incorporated by reference to Exhibit 9 filed with Holdings'
Current Report on Form 8-K, dated March 25, 1994, Commission File
No. 33-28409).

10.117 Amended and Restated Holdings Guaranty, dated as of December 21,
1993, made by Holdings (incorporated by reference to Exhibit 10
filed with Holdings' Current Report on Form 8-K, dated March 25,
1994, Commission File No. 33-28409).

10.118 Amended and Restated Borrowers Guaranty, dated as of December 21,
1993, made by Silgan, Containers, Plastics and California-
Washington Can Corporation (incorporated by reference to Exhibit 11
filed with Holdings' Current Report on Form 8-K, dated March 25,
1994, Commission File No. 33-28409).

10.119 Supply Agreement, dated as of September 3, 1993, between Containers
and Del Monte (incorporated by reference to Exhibit 10.118 filed
with Silgan's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 1-11200). (Portions of this
Exhibit are subject to an application for confidential treatment
filed with the Commission.)

10.120 Amendment to Supply Agreement, dated as of December 21, 1993,
between Containers and Del Monte (incorporated by reference to
Exhibit 10.119 filed with Silgan's Annual Report on Form 10-K for
the year ended December 31, 1993, Commission File No. 1-11200).
(Portions of this Exhibit are subject to an application for
confidential treatment filed with the Commission.)

*12.1 Computations of Holdings' Ratio of Earnings to Fixed Charges for
the years ended December 31, 1993, 1992, 1991 and 1990 and for the
period from April 6, 1989 to December 31, 1989.

*12.2 Computations of Silgan's Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for the year ended December
31, 1989.

22 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 22 filed with Holdings' Annual Report on Form 10-K for the
year ended December 31, 1993, Commission File No. 33-28409.

*24 Consents of Ernst & Young.

*25 Power of Attorney (included on the signature page).

26 Statement of Eligibility of Trustee (incorporated by reference to
Exhibit 26 filed with Amendment No. 2 to Holdings' Registration
Statement on Form S-1, dated June 8, 1992, Registration Statement
No. 33-47632).

_________________________

*Filed herewith

(b) Financial Statement Schedules:
-----------------------------

SILGAN HOLDINGS INC.

Report of Independent Auditors . . . . . . . . . . . . . S-1

III. Condensed Financial Information of Silgan Holdings
Inc.:
Condensed Balance Sheet at December 31, 1993
and 1992 . . . . . . . . . . . . . . . . S-2

Condensed Statement of Operations for the years
ended December 31, 1993, 1992 and 1991 . S-3

Condensed Statement of Cash Flows for the years

ended December 31, 1993, 1992 and 1991 . S-4

SILGAN CORPORATION
Report of Independent Auditors . . . . . . . . . . . . . S-5

III. Condensed Financial Information of Silgan
Corporation:

Condensed Balance Sheets at December 31, 1993 S-6
and 1992 . . . . . . . . . . . . . . . .

Condensed Statements of Operations for the years
ended December 31, 1993, 1992 and 1991 . S-7

Condensed Statements of Cash Flows for the years
ended December 31, 1993, 1992 and 1991 . S-8

V. Schedules of Property, Plant and Equipment for the
years ended December 31, 1993, 1992 and 1991 . . S-9

VI. Schedules of Accumulated Depreciation and
Amortization of Property, Plant and Equipment

for the years ended December 31, 1993, 1992
and 1991 . . . . . . . . . . . . . . . . . . . . S-10

VIII. Schedules of Valuation and Qualifying Accounts for

the years ended December 31, 1993, 1992 and 1991 S-11

All other financial statement schedules not listed have been omitted because
they are not applicable, or not required, or because the required information
is included in the consolidated financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on May 11, 1994.

SILGAN HOLDINGS INC.

By /s/ R. Philip Silver
---------------------------
R. Philip Silver
Chairman of the Board and
Co-Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints R. Philip Silver, D. Greg
Horrigan and Robert H. Niehaus, and each or any of them, his true and lawful
attorney-in-fact and to act for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,

and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- -------- ----- ----

Chairman of the Board and
Co-Chief Executive Officer
/s/ R. Philip Silver (Principal Executive Officer) May 11, 1994
- -----------------------------
(R. Philip Silver)

/s/ D. Greg Horrigan President, Co-Chief Executive May 11, 1994
- ----------------------------- Officer and Director
(D. Greg Horrigan)

Vice President, Assistant
/s/ James S. Hoch Secretary and Director May 11, 1994
- -----------------------------
(James S. Hoch)

Vice President, Assistant
/s/ Robert H. Niehaus Secretary and Director May 11, 1994
- -----------------------------
(Robert H. Niehaus)

Executive Vice President, Chief
Financial Officer and Treasurer
/s/ Harley Rankin, Jr. (Principal Financial Officer) May 11, 1994
- -----------------------------
(Harley Rankin, Jr.)

Vice President, Controller and
Assistant Treasurer
/s/ Harold J. Rodriguez, Jr. (Principal Accounting Officer) May 11, 1994
- -----------------------------
(Harold J. Rodriguez, Jr.)

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Silgan Holdings Inc.

We have audited the consolidated financial statements of Silgan Holdings
Inc. as of December 31, 1993 and 1992, and for each of the three years in
the period ended December 31, 1993, and have issued our report thereon
dated March 10, 1994 (included elsewhere in this Registration Statement).
Our audits also included the financial statement schedules listed in item
16(b) of this Registration Statement. These schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

Ernst & Young

Stamford, Connecticut
March 10, 1994

S-1 <PAGE>

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF SILGAN HOLDINGS INC.
CONDENSED BALANCE SHEETS
December 31, 1993 and 1992
(Dollars in thousands)

ASSETS
1993 1992

Current assets:
Cash and cash equivalents $ 19 $ 215
Other current assets 114 698
Total current assets 133 913

Investment in and other amounts due
from subsidiary 58,983 38,958
Notes receivable-subsidiary 1,489 1,489
Debt issuance costs and other assets 6,043 6,714

$ 66,648 $ 48,074

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accrued expenses $ 10,291 $ 8,761
Amount payable to subsidiary 606 746
Total current liabilities 10,897 9,507

Discount debentures 200,718 176,551

Class A Common Stock subject to put option 25,050 14,613

Deficiency in Stockholders' equity:
Common stock 8 5
Additional paid-in capital 33,606 18,609
Accumulated deficit (203,631) (171,211)
Total stockholder's equity (170,017) (152,597)

$ 66,648 $ 48,074

See Notes to Consolidated Financial Statements for Silgan Holdings Inc
appearing elsewhere in this Prospectus.

S-2 <PAGE>

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF SILGAN HOLDINGS INC.
CONDENSED STATEMENTS OF OPERATIONS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Net sales $ - $ - $ -

Cost of goods sold - - -

Gross profit - - -

Selling, general and administrative
expenses 674 536 510

Loss from operations (674) (536) (510)

Equity in earnings of consolidated
subsidiaries 5,028 1,857 6,933

Interest expense and other related
financing costs (26,339) (30,710) (27,079)

Interest income 2 536 64

Loss before income taxes (21,983) (28,853) (20,592)

Income tax provision - - -

Loss before
extraordinary charges (21,983) (28,853) (20,592)

Extraordinary charges relating
to early extinguishment of debt - (14,522) -

Net loss $(21,983) $(43,375) $(20,592)

See Notes to Consolidated Financial Statements for Silgan Holdings Inc.
appearing elsewhere in this Prospectus.

S-3
<PAGE>

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF SILGAN HOLDINGS INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Cash flows from operating activities: $ (196) $(18,921) $ (174)

Cash flows from investing activities:
Investment in subsidiary (15,000) - -
Cash dividend received from
subsidiary - 15,724 -
Net cash provided (used) by
investing activities (15,000) 15,724 -

Cash flows from financing activities:
Proceeds from issuance of common stock 15,000 - -
Proceeds from issuance of
discount debentures - 165,435 -
Redemption of reset debentures - (181,588) -
Repayment of advance to subsidiary - 25,200 -
Debt financing costs - (7,050) -
Net cash provided (used) by
financing activities 15,000 1,997 -

Net increase (decrease) in cash
and cash equivalents (196) (1,200) (174)

Cash and cash equivalents at
the beginning of year 215 1,415 1,589

Cash and cash equivalents at
end of year $ 19 $ 215 $ 1,415

See Notes to Consolidated Financial Statements for Silgan Holdings Inc.
appearing elsewhere in this Prospectus.

S-4 <PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Silgan Corporation

We have audited the consolidated financial statements of Silgan Corporation
as of December 31, 1993 and 1992, and for each of the three years in the
period ended December 31, 1993, and have issued our report thereon dated
March 10, 1994 (included elsewhere in this Registration Statement). Our
audits also included the financial statement schedules listed in Item 16(b)
of this Registration Statement. These schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion
based on our audits.

Ernst & Young

Stamford, Connecticut
March 10, 1994

S-5 <PAGE>

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION
CONDENSED BALANCE SHEETS
December 31, 1993 and 1992
(Dollars in thousands)

ASSETS
1993 1992
Current assets:
Cash and cash equivalents $ 61 $ 202
Notes receivable-subsidiaries 39,850 18,644
Interest receivable-subsidiaries 810 1,456
Other current assets 214 114
Total current assets 40,935 20,416

Investment in and other amounts due
from subsidiaries 37,104 38,861
Notes receivable-subsidiaries 305,072 206,180
Amount receivable from parent 607 746
Other assets 950 1,379
$384,668 $267,582
LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Current portion of term loans $ 20,000 $ 18,644
Accrued interest payable 763 967
Accrued expenses 1,268 331
Total current liabilities 22,031 19,942

Term loans 120,000 19,341
Senior secured notes 50,000 50,000
11 3/4% Senior subordinated notes 135,000 135,000
Amounts payable to subsidiaries 3,123 6,491
Other long-term liabilities 1,711 4,033

Stockholder's equity:
Common stock - -
Additional paid-in capital 64,135 41,560
Retained earnings (deficit) (11,332) (8,785)
Total stockholder's equity 52,803 32,775

$384,668 $267,582

See Notes to Consolidated Financial Statements for Silgan Corporation
appearing elsewhere in this Prospectus.

S-6
<PAGE>

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Net sales $ - $ - $ -

Cost of goods sold - - -

Gross profit - - -

Selling, general and administrative
expenses 368 239 313

Loss from operations (368) (239) (313)

Equity in earnings (losses) of
consolidated subsidiaries (7,570) 6,148 9,718

Other income 1,480 832 -

Interest expense and other related
financing costs (19,899) (21,429) (19,635)

Interest income-subsidiaries 23,940 19,313 19,552

Income (loss) before income
taxes (2,417) 4,625 9,322

Income tax provision - - -

Income (loss) before
extraordinary charges (2,417) 4,625 9,322

Extraordinary charges relating
to early extinguishment
of debt (130) (23) -

Net income (loss) (2,547) 4,602 9,322

Preferred stock dividend
requirements - 2,745 3,889

Net income (loss) applicable
to common stockholder $ (2,547) $ 1,857 $ 5,433

See Notes to Consolidated Financial Statements for Silgan Corporation
appearing elsewhere in this Prospectus.

S-7
<PAGE>

SCHEDULE III

CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)

1993 1992 1991

Cash flows from operating activities: $ 359 $ 1,825 $ 26

Cash flows from investing activities:
(Increase) decrease in notes
receivable-subsidiaries (117,515) (39,323) 23,000
Decrease in investment in
subsidiaries - 30,008 -
Cash dividends received from
subsidiaries - 16,861 -
Net cash provided (used) by
investing activities (117,515) 7,546 23,000

Cash flows from financing activities:
Repayment of term loan (37,985) (35,827) (23,000)
Proceeds from issuance of term loans 140,000 - -
Proceeds from issuance of
senior secured notes - 50,000 -
Proceeds from issuance of 11 3/4%
senior subordinated notes - 135,000 -
Redemption of 14% senior
subordinated notes - (85,000) -
Redemption of preferred stock - (30,008) -
Capital contribution by Parent 15,000 - -
Repayment of advance from Parent - (25,200) -
Dividend to Parent - (15,724) -
Cash dividends paid on
preferred stock - (1,137) -
Debt financing costs - (1,301) -

Net cash provided (used) by
financing activities 117,015 (9,197) (23,000)

Net increase (decrease) in cash
and cash equivalents (141) 174 26

Cash and cash equivalents at
the beginning of year 202 28 2

Cash and cash equivalents at
end of year $ 61 $ 202 $ 28

See Notes to Consolidated Financial Statements for Silgan Corporation
appearing elsewhere in this Prospectus.

S-8 <PAGE>

SCHEDULE V
SILGAN CORPORATION
SCHEDULES OF PROPERTY, PLANT AND EQUIPMENT
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<TABLE>
<S> <C> <C> <C> <C> <C>
Column A Column B Column C Column D Column E Column F
Balance at Other changes
beginning Additions add (deduct) Balance at
Description of period at cost Retirements describe end of period
For the year ended
December 31, 1991:
Land $ 4,666 $ - $ (650) $ (79) $ 3,937
Buildings and improvements 50,307 1,770 (2,520) (709) 48,848
Machinery and equipment 235,249 23,635 (8,005) 1,890 252,769
Construction-in-progress 17,448 (3,571) - - 13,877
$307,670 $ 21,834 $ (11,175)(1) $ 1,102 $319,431
For the year ended
December 31, 1992:
Land $ 3,937 $ - $ (194) $ - $ 3,743
Buildings and improvements 48,848 1,542 (8) - 50,382
Machinery and equipment 252,769 20,448 (1,643) (729) 270,845
Construction-in-progress 13,877 1,457 - - 15,334
$319,431 $ 23,447 $ (1,845) $ (729) $340,304
For the year ended
December 31, 1993:
Land $ 3,743 $ 726 $ - $ - $ 4,469
Buildings and improvements 50,382 5,705 - - 56,087
Machinery and equipment 270,845 87,189 (5,335) (290) 352,409
Construction-in-progress 15,334 4,560 - - 19,894
$340,304 $ 98,180(2) $ (5,335) $ (290) $432,859

<FN>
(1)Principally represents the sale of the PET carbonated bottle beverage
assets.
(2)Includes the preliminary allocation of property, plant and equipment
acquired from Del Monte.

</TABLE>

S-9 <PAGE>

SCHEDULE VI
SILGAN CORPORATION
SCHEDULES OF ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<TABLE>
<S> <C> <C> <C> <C> <C>
Column A Column B Column C Column D Column E Column F
Additions
Balance at charged to Other changes
beginning costs and add (deduct) Balance at
Description of period expenses Retirements describe end of period
For the year ended
December 31, 1991:
Land $ - $ - $ - $ - $ -
Buildings and improvements 5,618 2,027 (227) - 7,418
Machinery and equipment 57,380 27,992 (3,852) (8) 81,512
Construction-in-progress - - - - -
$ 62,998 $ 30,019 $ (4,079) $ (8) $ 88,930

For the year ended
December 31, 1992:
Land $ - $ - $ - $ - $ -
Buildings and improvements 7,418 2,079 (3) 3 9,497
Machinery and equipment 81,512 27,459 (1,808) (235) 106,928
Construction-in-progress - - - - -
$ 88,930 $ 29,538 $ (1,811) $ (232) $116,425

For the year ended
December 31, 1993:
Land $ - $ - $ - $ - $ -
Buildings and improvements 9,497 2,140 - - 11,637
Machinery and equipment 106,928 29,467 (5,452) (116) 130,827
Construction-in-progress - - - - -
$116,425 $ 31,607 $ (5,542) $ (116) $142,464

</TABLE>

S-10 <PAGE>

SCHEDULE VIII

SILGAN CORPORATION
SCHEDULES OF VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<TABLE>
<S> <C> <C> <C> <C> <C>
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to
beginning costs and other accounts Deductions Balance at
Description of period expenses describe describe end of period

For the year ended
December 31, 1991:

Allowance for
doubtful accounts
receivable $ 919 $ 108 $ - $ 102 $ 925

For the year ended
December 31, 1992

Allowance for
doubtful accounts
receivable $ 925 $ 815 $ - $ 97 $1,643

For the year ended
December 31, 1993:

Allowance for
doubtful accounts
receivable $1,643 $ 91 $ - $ 650(1) $1,084

<FN>
(1) Uncollectible accounts written off, net of recoveries.

</TABLE>

S-11 <PAGE>

INDEX TO EXHIBITS

Exhibit No. Exhibit
- ---------- -------

12.1 Computations of Holdings' Ratio of Earnings to Fixed Charges for
the years ended December 31, 1993, 1992, 1991 and 1990 and for the
period from April 6, 1989 to December 31, 1989.

12.2 Computations of Silgan's Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements for the year ended December

31, 1989.

24 Consents of Ernst & Young.

25 Power of Attorney (included on the signature page).

Exhibit 12.1

<TABLE>
<CAPTION>
EXHIBIT 12.1

COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES

The following table reflects Silgan Holdings Inc.'s computations of ratio of earnings to fixed charges for the periods
indicated.

Period from
Year Year Year Year April 6, 1989
Ended December Ended Ended Ended to
31, December 31, December 31, December 31, December 31,
1993 1992 1991 1990 1989
-------------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>

(Dollars in thousands)

(Loss) before income taxes . . . $(12,466) $(17,578) $(20,592) $(20,887) $ (7,254)

Add:
Interest expense and
amortization of debt
expense . . . . . . . . . . 54,265 57,091 55,996 55,115 27,997
Minority interest expense . . -- -- 3,889 3,356 1,502
Rental expense representative
of the interest factor . . . 2,666 2,659 2,701 2,312 1,097
------ ------ ------ ------ ------

Income as adjusted . . . . . . $44,465 $42,172 $41,994 $39,896 $23,342
====== ====== ====== ====== ======

Fixed charges:
Interest expense and
amortization of
debt expense . . . . . . . . 54,265 $57,091 $55,996 $55,115 $27,997
Minority interest expense . . -- -- 3,889 3,356 1,502
Rental expense representative
of the interest factor . . . 2,666 2,659 2,701 2,312 1,097
------ ------ ------ ------ ------

Total fixed charges . . . . . $56,931 $59,750 $62,586 $60,783 $30,596
====== ====== ====== ====== ======

Ratio of earnings to fixed
charges . . . . . . . . . . . . . -- -- -- -- --
====== ====== ====== ====== ======

Deficiency of earnings available
to cover fixed charges . . . . $12,466 $17,578 $20,592 $20,887 $ 7,254
====== ====== ====== ====== ======

</TABLE>

Exhibit 12.2

EXHIBIT 12.2

COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS

The following table reflects Silgan Corporation's computation of the ratio of
earnings to fixed charges and preferred stock dividend requirements for the
period indicated.

Year Ended December 31,
1989
-----------------------

(Dollars in thousands)

Income before income taxes . . . . . . . . $ 2,606

Add:

Interest expense and amortization

of debt expense . . . . . . . . . 36,714
Rental expense representative of

the interest factor . . . . . . . 1,918
------

Income as adjusted . . . . . . . . . . $41,238
======

Fixed charges:

Interest expense and amortization
of debt expense . . . . . . . . . $36,714

Rental expense representative of

the interest factor . . . . . . . 1,918
Preferred stock dividends <F1> . . . . 4,672
------

Total fixed charges . . . . . . . . . $43,304
======

Ratio of earnings to fixed charges . . . . --
======

Deficiency of earnings available to
cover fixed charges and preferred

stock dividend requirements . . . . . $ 2,066
======

--------------------
[FN]
<F1> Preferred stock dividends have been adjusted to an amount representing
the pretax earnings which would be required to cover dividends.

Exhibit 24

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption "Experts" and to
the use of our reports dated March 10, 1994 with respect to the consolidated
financial statements of Silgan Holdings Inc. and Silgan Corporation, in the
Post-Effective Amendment No. 2 to the Registration Statement (Form S-1, No.
33-47632) and related Prospectus of Silgan Holdings Inc. for the registration
of its Senior Discount Debentures Due 2002.

ERNST & YOUNG

May 9, 1994
Stamford, Connecticut

CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated December 17, 1993, with respect to the financial
statements of the Del Monte Corporation Can Manufacturing Operations as
constituted for sale to Silgan Corporation, included in Amendment No. 2 to
the Registration Statement (Form S-1 No. 33-47632) and related Prospectus of
Silgan Holdings Inc. for the registration of its Senior Discount Debentures
Due 2002.

ERNST & YOUNG

San Francisco, California
May 9, 1994