SILGAN HOLDINGS INC
8-K, 1996-06-03
FABRICATED STRUCTURAL METAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): May 31, 1996


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



     Delaware                    33-28409                        06-1269834
- -------------------     ------------------------------      -------------------
  (State or other          (Commission File Number)            (IRS Employer
  jurisdiction of                                           Identification No.)
  incorporation)





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



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



<PAGE>



Item 5:  Other Events.

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



                                      -2-

<PAGE>


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                      SILGAN HOLDINGS INC.


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

Date:  May 31, 1996



                                       -3-

<PAGE>



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