SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________________ to _____________________
Commission file number 33-28409
SILGAN HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1269834
(State of incorporation) (I.R.S. Employer Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 975-7110
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
None of the registrant's voting stock was held by non-affiliates as of March 15,
1996.
As of March 15, 1996, the number of shares outstanding of each of the
registrant's classes of common stock is as follows:
Classes of shares of common stock Number of shares
outstanding, $0.01 par value outstanding
Class A 417,500
Class B 667,500
Class C 50,000
Documents Incorporated by Reference: None
<PAGE>
The purpose of this filing is to amend Item 14(a) of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (as amended prior to the
date hereof, the "Report") of Silgan Holdings Inc. (the "Company") to exclude
from the Report the financial statements and schedules of Silgan Corporation
("Silgan"), the Company's wholly owned subsidiary. For the year ended December
31, 1995, the Company had five full years of historical financial statements and
as a result was not required to include the financial statements of Silgan
Corporation, its predecessor company, in the Report. The condensed financial
schedules of the Company included in the Report have also been amended hereby to
adjust the "Investment in subsidiary" and "Amount payable to subsidiary" items
therein to reclassify at December 31, 1995 a distribution received from Silgan,
which was originally classified as an advance from Silgan, to a dividend. The
financial statements of the Company and, other than as described above, the
condensed financial schedules of the Company included herewith are identical in
all respects to the financial statements and condensed financial schedules of
the Company included with the Report.
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<PAGE>
PART IV
Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K.
(a)
Financial Statements:
SILGAN HOLDINGS INC.:
Report of Independent Auditors......................................... .... F-1
Consolidated Balance Sheets at December 31, 1995 and 1994............. ..... F-2
Consolidated Statements of Operations for the years ended December 31,
1995, 1994 and 1993....................................................... F-3
Consolidated Statements of Deficiency in Stockholders' Equity for the
years ended December 31, 1995, 1994 and 1993.............................. F-4
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993....................................................... F-5
Notes to Consolidated Financial Statements.................................. F-7
Schedules:
SILGAN HOLDINGS INC.:
I. Condensed Financial Information of Silgan Holdings Inc.:
Condensed Balance Sheets at December 31, 1995 and 1994............. F-38
Condensed Statements of Operations for the years ended
December 31, 1995, 1994 and 1993................................. F-39
Condensed Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993................................. F-40
II. Schedules of Valuation and Qualifying Accounts for the years ended
December 31, 1995, 1994 and 1993....................................F-41
All other financial statements and 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.
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<PAGE>
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 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).
4.4 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).
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).
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<PAGE>
Exhibit
Number Description
- ------- -----------
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 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).
10.8 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).
10.9 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).
10.10 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).
10.11 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).
10.12 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).
10.13 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).
10.14 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).
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<PAGE>
Exhibit
Number Description
- ------- -----------
10.15 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).
10.16 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).
#10.17 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).
#10.18 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).
#10.19 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).
10.20 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).
10.21 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).
10.22 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).
10.23 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).
10.24 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
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<PAGE>
Exhibit
Number Description
- ------- -----------
January 11, 1988, Registration Statement No. 33-18719)
(Portions of this Exhibit are subject to confidential
treatment pursuant to order of the Commission).
10.25 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).
10.26 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).
10.27 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).
10.28 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).
10.29 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).
10.30 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).
10.31 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).
10.32 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).
10.33 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
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<PAGE>
Exhibit
Number Description
- ------- -----------
January 11, 1988, Registration Statement No. 33-18719)
(Portions of this Exhibit are subject to confidential
treatment pursuant to order of the Commission).
10.34 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).
10.35 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).
10.36 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).
10.37 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).
10.38 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).
10.39 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).
10.40 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).
10.41 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).
10.42 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
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<PAGE>
Exhibit
Number Description
- ------- -----------
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 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).
10.44 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).
10.45 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).
10.46 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).
10.47 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).
10.48 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).
10.49 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).
#10.50 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).
#10.51 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).
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<PAGE>
Exhibit
Number Description
- ------- -----------
10.52 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).
10.53 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).
10.54 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).
10.55 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).
10.56 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).
10.57 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).
10.58 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).
10.59 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).
10.60 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).
10.61 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).
10.62 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).
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<PAGE>
Exhibit
Number Description
- ------- -----------
10.63 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).
10.64 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).
10.65 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).
10.66 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).
10.67 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).
10.68 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).
10.69 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).
10.70 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).
10.71 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).
10.72 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).
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<PAGE>
Exhibit
Number Description
- ------- -----------
#10.73 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).
10.74 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).
10.75 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).
10.76 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).
10.77 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).
10.78 Underwriting Agreement, dated June 22, 1992, between
Holdings and Morgan Stanley with respect to the Discount
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).
10.79 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).
#10.80 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 the
Company's Registration Statement on Form S-1, dated May 11,
1994, Commission File No. 33-46499).
#10.81 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).
#10.82 Silgan Plastics Corporation 1994 Stock Option Plan
(incorporated by reference to Exhibit 10.102 filed with
Post-Effective Amendment No. 2 to the Company's Registration
Statement on Form S-1, dated May 11, 1994, Commission File
No. 33-46499).
#10.83 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 the Company's Registration Statement on
Form S-1, dated May 11, 1994, Commission File No. 33-46499).
-12-
<PAGE>
Exhibit
Number Description
- ------- -----------
#10.84 Silgan Holdings Inc. Third Amended and Restated 1989 Stock
Option Plan (incorporated by reference to Exhibit 10.84
filed with Holdings' Annual Report on Form 10-K for the year
ended December 31, 1995, Commission File No. 33-28409).
#10.85 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).
10.86 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).
10.87 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).
10.88 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).
10.89 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).
#10.90 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).
#10.91 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).
#10.92 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).
#10.93 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).
10.94 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).
10.95 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
-13-
<PAGE>
Exhibit
Number Description
- ------- -----------
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.)
10.96 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.)
10.97 Credit Agreement, dated as of August 1, 1995, among Silgan,
Containers, Plastics, the lenders from time to time party
thereto, Bankers Trust Company, as Administrative Agent and
as a Co-Arranger, and Bank of America Illinois, as
Documentation Agent and as a Co- Arranger (incorporated by
reference to Exhibit 2 filed with Holdings' Current Report
on Form 8-K, dated August 14, 1995, Commission File No.
33-28409).
10.98 Amended and Restated Holdings Guaranty, dated as of August
1, 1995, made by Holdings (incorporated by reference to
Exhibit 4 filed with Holdings' Current Report on Form 8-K,
dated August 14, 1995, Commission File No. 33-28409).
10.99 Amended and Restated Borrowers Guaranty, dated as of August
1, 1995, made by Silgan, Containers, Plastics,
California-Washington Can Corporation and SCCW Can
Corporation (incorporated by reference to Exhibit 3 filed
with Holdings' Current Report on Form 8-K, dated August 14,
1995, Commission File No. 33-28409).
10.100 Asset Purchase Agreement, dated as of June 2, 1995, between
ANC and Containers (incorporated by reference to Exhibit 1
filed with Holdings' Current Report on Form 8-K, dated
August 14, 1995, Commission File No. 33-28409).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 filed with Holdings' Annual Report on Form 10-K
for the year ended December 31, 1995, Commission File No.
33-28409).
27 Financial Data Schedule (incorporated by reference to
Exhibit 27 filed with Holdings' Annual Report on Form 10-K
for the year ended December 31, 1995, Commission File No.
33-28409).
(b) Reports on Form 8-K:
None.
- --------------------
#Indicates a management contract or compensatory plan or arrangement in
accordance with Instruction 3 to Item 14 of Form 10-K.
-14-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
SILGAN HOLDINGS INC.
Date: November 21, 1996 By /s/ Harley Rankin, Jr.
---------------------------
Harley Rankin, Jr.
Executive Vice President,
Chief Financial Officer
and Treasurer
-15-
<PAGE>
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, 1995 and 1994, 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,
1995. Our audits also included the financial statement schedules listed in
the index at Item 14(a). These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedules 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, 1995 and 1994, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. Also, in our opinion, the
related financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
As discussed in Notes 2 and 12 to the consolidated financial
statements, in 1993 the Company changed its method of accounting for income
taxes, postemployment benefits and postretirement benefits other than
pensions. Also, the schedule of condensed financial information of Silgan
Holdings Inc. listed in the index at Item 14(a) has been restated to
reclassify advances from Silgan Corporation, a wholly-owned subsidiary of
Silgan Holdings Inc., to a dividend.
Ernst & Young LLP
Stamford, Connecticut
March 8, 1996
F-1
<PAGE>
SILGAN HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
(Dollars in thousands)
1995 1994
Assets
Current assets:
Cash and cash equivalents $ 2,102 $ 2,682
Accounts receivable, less allowances for
doubtful accounts of $4,832 and $1,557 for
1995 and 1994, respectively 109,929 64,700
Inventories 210,471 122,429
Prepaid expenses and other current assets 5,801 8,044
Total current assets 328,303 197,855
Property, plant and equipment, net 487,301 251,810
Goodwill, net 53,562 30,009
Other assets 30,880 24,618
$900,046 $504,292
Liabilities and Deficiency in Stockholders' Equity
Current liabilities:
Trade accounts payable $138,195 $ 36,845
Accrued payroll and related costs 32,805 26,019
Accrued interest payable 4,358 1,713
Other accrued expenses 43,457 21,976
Bank working capital loans 7,100 12,600
Current portion of long-term debt 28,140 21,968
Total current liabilities 254,055 121,121
Long-term debt 750,873 510,763
Deferred income taxes 6,836 6,836
Other long-term liabilities 68,086 23,570
Deficiency in stockholders' equity:
Common stock ($0.01 par value per share;
2,167,500 shares authorized, 1,135,000
shares issued and outstanding) 12 12
Additional paid-in capital 33,606 33,606
Accumulated deficit (213,422) (191,616)
Total deficiency in stockholders' equity (179,804) (157,998)
$900,046 $504,292
See accompanying notes.
F-2
<PAGE>
SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
1995 1994 1993
Net sales $1,101,905 $861,374 $645,468
Cost of goods sold 970,491 748,290 571,174
Gross profit 131,414 113,084 74,294
Selling, general and
administrative expenses 46,848 37,997 32,495
Reduction in carrying value of assets 14,745 16,729 -
Income from operations 69,821 58,358 41,799
Interest expense and other
related financing costs 80,710 65,789 54,265
Loss before income taxes (10,889) (7,431) (12,466)
Income tax provision 5,100 5,600 1,900
Loss before extraordinary
charges and cumulative effect of
changes in accounting principles (15,989) (13,031) (14,366)
Extraordinary charges relating to early
extinguishment of debt (5,817) - (1,341)
Cumulative effect of changes in accounting
principles - - (6,276)
Net loss $(21,806) $(13,031) $(21,983)
See accompanying notes.
F-3
<PAGE>
SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
For the years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
Total
Additional deficiency in
Common paid-in Accumulated stockholders'
stock capital deficit equity
Balance at December 31, 1992 $ 9 $18,609 $(156,602) $(137,984)
Issuance of 250,000 shares of
Class B Common Stock 3 14,997 - 15,000
Net loss - - (21,983) (21,983)
Balance at December 31, 1993 12 33,606 (178,585) (144,967)
Net loss - - (13,031) (13,031)
Balance at December 31, 1994 12 33,606 (191,616) (157,998)
Net loss - - (21,806) (21,806)
Balance at December 31, 1995 $ 12 $33,606 $(213,422) $(179,804)
See accompanying notes.
F-4
<PAGE>
SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
1995 1994 1993
Cash flows from operating activities:
Net loss $(21,806) $(13,031) $(21,983)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation 42,217 35,392 31,607
Amortization 8,083 7,075 5,488
Accretion of discount on discount
debentures 28,672 27,477 24,167
Reduction in carrying value of assets 14,745 16,729 -
Extraordinary charges relating
to early extinguishment of debt 6,301 - 1,341
Cumulative effect of changes in
accounting principles - - 6,276
Changes in assets and liabilities,
net of effect of acquisitions:
(Increase) decrease in accounts
receivable (1,011) (21,267) 707
(Increase) decrease in inventories 10,852 (16,741) (4,316)
Increase in trade accounts payable 43,108 4,478 3,757
Working capital provided by AN Can
since acquisition date 85,213 - -
Other, net increase (decrease) (6,745) 7,221 1,091
Total adjustments 231,435 60,364 70,118
Net cash provided by operating
activities 209,629 47,333 48,135
Cash flows from investing activities:
Acquisition of ANC's Food Metal &
Specialty business (348,762) - -
Acquisition of Del Monte Can
manufacturing assets - 519 (73,865)
Capital expenditures (51,897) (29,184) (42,480)
Proceeds from sale of assets 3,541 765 262
Net cash used in investing activities $(397,118) $(27,900)$(116,083)
Continued on following page.
F-5
<PAGE>
SILGAN HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
1995 1994 1993
Cash flows from financing activities:
Borrowings under working capital loans $669,260 $393,250 $328,050
Repayments under working capital loans (674,760) (382,850) (366,250)
Proceeds from issuance of long-term debt 450,000 - 140,000
Proceeds from issuance of common stock - - 15,000
Repayments of long-term debt (234,506) (20,464) (42,580)
Debt financing costs (19,290) - (8,935)
Payments to former shareholders of Silgan (3,795) (6,911) -
Net cash provided (used) by financing
activities 186,909 (16,975) 65,285
Net increase (decrease) in cash and
cash equivalents (580) 2,458 (2,663)
Cash and cash equivalents at
beginning of year 2,682 224 2,887
Cash and cash equivalents at
end of year $ 2,102 $ 2,682 $ 224
Supplementary data:
Interest paid $ 45,293 $ 30,718 $25,733
Income taxes paid, net of refunds 8,967 2,588 722
See accompanying notes.
F-6
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
1. Basis of Presentation
Silgan Holdings Inc. ("Holdings", together with its wholly-owned
subsidiary, the "Company") is a company controlled by Silgan management and
The Morgan Stanley Leveraged Equity Fund II, L. P. ("MSLEF II"), an
affiliate of Morgan Stanley & Co., Incorporated ("MS & Co"). Holdings owns
all of the outstanding common stock of Silgan Corporation ("Silgan").
Since 1993, Silgan has made two significant acquisitions. Silgan acquired
the U. S. metal container manufacturing business of Del Monte Corporation
("Del Monte") in 1993 and it acquired the Food Metal and Specialty business
from American National Can Company ("ANC") in 1995. Both acquisitions were
accounted for using the purchase method of accounting (see Note 3 -
Acquisitions).
The Company, together with its wholly-owned operating subsidiaries Silgan
Containers Corporation ("Containers") and Silgan Plastics Corporation
("Plastics"), is predominantly engaged in the manufacture and sale of steel
and aluminum containers for human and pet food products and also
manufactures custom designed plastic containers used for health and
personal care products. Principally, all of the Company's businesses are
based in the United States. Foreign subsidiaries are not significant to
the consolidated results of operations or financial position of the
Company.
2. Summary of Significant Accounting Policies
Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned. 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 statement amounts are translated
at the average of monthly exchange rates.
Certain reclassifications have been made to prior year's financial
statements to conform with current year presentation.
F-7
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
2. Summary of Significant Accounting Policies (continued)
Cash and cash equivalents
Cash equivalents represent short-term, highly liquid investments having
original maturities of three months or less from the time of purchase. The
carrying values of these assets approximate their fair values. As a result
of the Company's cash management system, checks issued and presented to the
banks for payment may create negative cash balances. Checks outstanding in
excess of related cash balances totaling approximately $30.0 million at
December 31, 1995 and $5.4 million at December 31, 1994 are included in
trade accounts payable.
Inventories
Inventories are stated at the lower of cost or market (net realizable
value) and are principally accounted for by the last-in, first-out method
(LIFO).
Property, Plant, and Equipment
Property, plant and equipment are stated at historical cost less
accumulated depreciation. Major renewals and betterments that extend the
life of an asset are capitalized and repairs and maintenance expenditures
are charged to expense as incurred. Depreciation is computed using the
straight-line method over their estimated useful lives. The principal
estimated useful lives are 35 years for buildings and range between 3 to 18
years for machinery and equipment. Leasehold improvements are amortized
over the shorter of the life of the related asset or the life of the lease.
Goodwill
The Company has classified as goodwill the cost in excess of fair value of
net assets acquired in purchase transactions. Goodwill is stated at cost
less accumulated amortization. Amortization is computed on a straight-line
basis over periods ranging from 20 to 40 years. The Company periodically
evaluates the existence of goodwill impairment to access whether goodwill
is fully recoverable from projected, undiscounted net cash flows of the
related business unit. Impairments would be recognized in operating
results if a permanent reduction in values were to occur.
F-8
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
2. Summary of Significant Accounting Policies (continued)
Other Assets
Other assets consist principally of debt issuance costs which are being
amortized on a straight-line basis over the terms of the related debt
agreements (5 to 10 years). Other intangible assets are amortized over
their expected useful lives using the straight-line method.
Income Taxes
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes". Under
SFAS No. 109, the liability method is used to calculate 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". There was no effect for the difference in
methods at the date of adoption.
Postemployment Benefits
During 1993, the Company adopted SFAS No. 112, "Employers' Accounting for
Postemployment Benefits". SFAS No. 112 requires accrual accounting for
employee benefits that are paid between the termination of active
employment but prior to retirement. Such benefits include salary
continuation, disability, severance, and health care. The cumulative
effect as of January 1, 1993 of this accounting change was to decrease net
income by $1.3 million. There was no tax effect for this charge due to the
net operating loss position of the Company.
Fair Values of Financial Instruments
The carrying amounts for cash, accounts receivable, accounts payable, and
other accrued liabilities are reflected in the financial statements and
reasonably approximate fair value due to the short maturity of these items.
The carrying value for short and long-term debt also approximates fair
value but may vary due to changing market conditions. Methods and
assumptions used to estimate fair value and the fair value of the Company's
debt instruments are disclosed in Note 9.
F-9
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities,
revenues and expenses, as well as footnote disclosures in the financial
statements. Actual results may differ from those estimates.
3. Acquisitions
During the three years ended December 31, 1995, the Company made two
acquisitions, as discussed below. Both were accounted for using the
purchase method of accounting and the results of operations have been
included with the Company's results from the respective acquisition dates.
The excess of the purchase price over the fair value of net assets acquired
was allocated to goodwill.
Fiscal year 1995 acquisition
On August 1, 1995, Containers acquired from ANC substantially all of the
fixed assets and working capital, and assumed certain specified limited
liabilities, of ANC's Food Metal & Specialty business ("AN Can"), which
manufactures, markets and sells metal food containers and rigid plastic
containers for a variety of food products and metal caps and closures for
food and beverage products. The purchase price for the assets acquired and
the assumption of certain specified liabilities, including related
transaction costs, was $364.0 million (including $15.2 million for the
operations of ANC's St. Louis, MO facility which the Company intends to
purchase by mid-1996 upon completion of a rationalization project
undertaken at that location).
F-10
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
3. Acquisitions (continued)
The purchase price was allocated to the tangible and identifiable assets
acquired and liabilities assumed based upon their estimated fair values as
determined from preliminary appraisals and valuations which management
believes are reasonable. The purchase price allocation will be finalized
within one year of the acquisition date. Differences between actual and
preliminary valuations will cause adjustments to the AN Can purchase price
allocation as shown below. Estimated items subject to change include
employee benefit costs and termination costs associated with plant
rationalization and administrative workforce reductions and other plant
exit costs. The aggregate purchase price and its preliminary allocation to
the assets and liabilities is as follows for AN Can (dollars in thousands):
Net working capital acquired $155,967
Property, plant and equipment 240,079
Goodwill 24,832
Other liabilities assumed (56,916)
$363,962
Set forth below are the Company's summary unaudited pro forma results of
operations for the years ended December 31, 1995 and 1994. The pro forma
results include the historical results of the Company and AN Can and
reflect the effect of purchase accounting adjustments based on preliminary
appraisals and valuations, the financing of the acquisition, the
refinancing of the Company's debt obligations, and certain other
adjustments as if these events occurred as of the beginning of the periods
presented. The pro forma data does not purport to represent what the
Company's results of operations actually would have been if the operations
were combined as of January 1, 1995 or 1994, or to project the Company's
results of operations for any future period.
1995 1994
(Dollars in thousands)
Net sales $1,404,382 $1,457,968
Income from operations 97,415 (1) 62,893 (2)
Income (loss) before income taxes 8,730 (26,629)
Net income (loss) 1,530 (29,329)
F-11
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
3. Acquisitions (continued)
(1)Included in pro forma income from operations for the year ended
December 31, 1995 is a charge incurred by the Company of $14.7 million
to adjust the carrying value of certain underutilized machinery and
equipment at Silgan facilities (existing prior to the AN Can
acquisition) to net realizable value.
(2)Included in pro forma income from operations for the year ended
December 31, 1994 are charges incurred by AN Can of $10.1 million for
shut down costs necessary to realign the assets of the business more
closely with the existing customer base, $16.7 million related to
Silgan and $7.1 million related to AN Can to adjust the carrying value
of certain technologically obsolete and inoperable equipment to
realizable value, and $26.7 million for the write-down of goodwill by
AN Can.
Fiscal year 1993 acquisition
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 ("DM Can"). The final
purchase price for the assets acquired and the assumption of certain
specified liabilities, including related transaction costs, was $73.3
million. The detail of the assets acquired is as follows (dollars in
thousands):
Net working capital $ 21,944
Property, plant and equipment 47,167
Goodwill 13,729
Other liabilities assumed (9,494)
$ 73,346
F-12
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
4. Inventories
The components of inventories at December 31, 1995 and 1994 consist of the
following:
1995 1994
(Dollars in thousands)
Raw materials $ 46,027 $ 38,575
Work-in-process 24,869 19,045
Finished goods 135,590 63,409
Spare parts and other 6,344 1,621
212,830 122,650
Adjustment to value inventory
at cost on the LIFO method (2,359) (221)
$210,471 $122,429
The amount of inventory recorded on the first-in first-out method at
December 31, 1995 and 1994 was $14.9 million and $6.5 million,
respectively.
5. Property, Plant, and Equipment
Property, plant, and equipment consist of the following:
1995 1994
(Dollars in thousands)
Land $ 6,355 $ 3,707
Buildings and improvements 68,860 51,665
Machinery and equipment 584,526 346,061
Construction in progress 33,764 18,124
693,505 419,557
Accumulated depreciation and amortization (206,204) (167,747)
Property, plant and equipment, net $487,301 $251,810
For the years ended December 31, 1995, 1994, and 1993, depreciation expense
was $42.2 million, $35.4 million, and $31.6 million respectively. The
total amount of repairs and maintenance expense was $26.9 million in 1995,
$19.9 million in 1994, and $17.1 million in 1993.
F-13
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
5. Property, Plant, and Equipment (continued)
Effective October 1, 1994, the Company extended the estimated useful lives
of certain fixed assets to more properly reflect the true economic lives of
the assets and to better align the Company's depreciable lives with the
predominate practice in the industry. The change had the effect of
decreasing depreciation expense and increasing net income in 1994 by
approximately $1.3 million.
Based upon a review of its depreciable assets, the Company determined that
certain adjustments were necessary to properly reflect net realizable
values. In 1995, the Company recorded a write-down of $14.7 million for
the excess of carrying value over estimated realizable value of machinery
and equipment at existing facilities which have become underutilized due to
excess capacity. In 1994, charges of $16.7 million were recorded which
included $2.6 million to write-down the excess carrying value over
estimated realizable value of various plant facilities held for sale and
$14.1 million for technologically obsolete and inoperable machinery and
equipment.
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" which is
effective for the 1996 fiscal year. As required by this standard,
impairment losses will be recognized when events or changes in
circumstances indicate that the fair value of identified assets is less
than the carrying amount. In making such a determination, the Company will
compare the undiscounted cash flows generated by specified assets to the
carrying value of such assets. The Company will adopt SFAS No. 121 in 1996
and believes the effect of adoption will not be material.
6. Goodwill
Goodwill amortization charged to operations was $1.3 million in 1995; $1.2
million in 1994; and $0.5 million in 1993. Accumulated amortization of
goodwill at December 31, 1995, 1994, and 1993 was $5.0 million; $3.7
million; and $2.5 million, respectively.
F-14
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
7. Other Assets
Other assets at December 31, 1995 and 1994 consist of the following:
1995 1994
(Dollars in thousands)
Debt issuance costs $30,148 $25,142
Other 8,027 8,275
38,175 33,417
Less: accumulated amortization (7,295) (8,799)
$30,880 $24,618
During 1995, as part of the acquisition of AN Can and the related
refinancing of its secured debt facilities and its Discount Debentures, the
Company wrote off $6.3 million of unamortized debt issuance costs and
capitalized $19.3 million in new debt issuance costs. Amortization expense
relating to debt issuance for the years ended December 31, 1995, 1994, and
1993 was $4.9 million, $5.3 million, and $3.3 million, respectively.
8. Short-Term Borrowings and Long-Term Debt
The Company has a working capital revolving credit facility which it uses
to finance its seasonal liquidity needs. As of December 31, 1995 and 1994,
the Company had $7.1 million and $12.6 million of working capital loans
outstanding, respectively.
Long-term debt consists of the following:
1995 1994
(Dollars in thousands)
Bank A Term Loans $220,000 $ 39,845
Bank B Term Loans 222,750 79,691
Senior Secured Floating Rate Notes due
June 30, 1997 - 50,000
11 3/4% Senior Subordinated Notes due
June 15, 2002 135,000 135,000
13 1/4% Senior Subordinated Debentures due
December 15, 2002 201,263 228,195
779,013 532,731
Less: Amounts due within one year 28,140 21,968
$750,873 $510,763
F-15
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
8. Short-Term Borrowings and Long-Term Debt (continued)
The aggregate annual maturities of long-term debt at December 31, 1995 are
as follows (dollars in thousands):
1996 $ 28,140
1997 37,170
1998 52,138
1999 52,138
2000 102,281
2001 and thereafter 507,146
$779,013
1995 Bank Credit Agreement
Effective August 1, 1995, Silgan, Containers, and Plastics entered into a
$675.0 million credit agreement (the "Credit Agreement") with various banks
to finance the acquisition by Containers of AN Can, to refinance and repay
in full all amounts owing under the previous bank credit agreement and the
Senior Secured Notes and to repurchase up to $75.0 million of its 13
1/4% Senior Discount Debentures ("Discount Debentures"). In connection
with the refinancing of the Credit Agreement, the Company incurred a charge
of $5.8 million (net of taxes of $2.6 million) in 1995 for the early
extinguishment of amounts owed under existing secured debt facilities and
for the repurchase of a portion of its Discount Debentures.
The Credit Agreement provided the Company with (i) $225.0 million of A Term
Loans, (ii) $225.0 million of B Term Loans, and (iii) a working capital
revolving credit facility of up to $225.0 million ("Working Capital
Loans"). The Company used proceeds from the Credit Agreement to repay
$117.1 million of term loans under the previous bank credit agreement,
repay in full $50.0 million of its Senior Secured Notes due 1997, acquire
AN Can for $348.8 million (excluding $15.2 million for the St. Louis
operations which the Company expects to purchase by mid-1996), repurchase
$57.6 million of its Discount Debentures, and incur debt issuance costs
of $19.3 million. The Company is currently permitted under the debt
facilities to make additional repurchases of its Discount Debentures prior
to June 30, 1996.
F-16
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
8. Short-Term Borrowings and Long-Term Debt (continued)
1995 Bank Credit Agreement (continued)
The A Term Loans mature on December 31, 2000, and the B Term Loans mature
on March 15, 2002. During 1995, principal repayments of $5.0 million were
made on the A Term Loans and $2.3 million on the B Term Loans. Principal
is to be repaid on each term loan in installments in accordance with the
Credit Agreement until maturity.
As defined in the Credit Agreement, the Company is required to repay the
term loans (ratably allocated between the A Term Loans and the B Term
Loans) in an amount equal to 80% of the net sale proceeds from certain
asset sales and up to 100% of the net equity proceeds from certain sales of
equity. Effective for the year ended December 31, 1996 and each year
thereafter during the term of the Credit Agreement, the Company is required
to pre-pay the term loans (ratably allocated between the A Term Loans and
the B Term Loans) in an amount equal to 50% of the Company's excess cash
flow. Amounts repaid under the term loans cannot be reborrowed.
The Credit Agreement provides Containers and Plastics, together, a
revolving credit facility of $225.0 million for working capital needs. The
commitment under the Credit Agreement for Working Capital Loans was
initially $150.0 million. This initial commitment will increase at the time
and by the amount the Company repurchases its Discount Debentures (up to a
maximum commitment of $225.0 million). As of December 31, 1995, Holdings
had repurchased $57.6 million of Discount Debentures, thereby increasing
the commitment under the revolving credit facility to $207.6 million.
After taking into account outstanding letters of credit of $6.6 million and
Working Capital Loans of $7.1 million, the borrowings available under the
revolving credit facility were $193.9 million at December 31, 1995. In
addition to borrowings of Working Capital Loans, the Company may utilize up
to a maximum of $20.0 million in letters of credit as long as the aggregate
amount of borrowings and letters of credit do not exceed the amount of the
commitment. The aggregate amount of Working Capital Loans and letters of
credit which may be outstanding at any time is also limited to the
aggregate of 85% of eligible accounts receivable and 50% of eligible
inventory. Working Capital Loans may be borrowed, repaid, and reborrowed
over the life of the Credit Agreement until final maturity on December 31,
2000.
F-17
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
8. Short-Term Borrowings and Long-Term Debt (continued)
1995 Bank Credit Agreement (continued)
The borrowings under the Credit Agreement may be designated by the
respective Borrowers as Base Rate or Eurodollar Rate borrowings. The Base
Rate is the higher of (i) 1/2 of 1% in excess of Adjusted Certificate of
Deposit Rate, or (ii) Bankers Trust Company's prime lending rate. Base
Rate borrowings bear interest at the Base Rate plus 1.50%, in the case of A
Term Loans and Working Capital Loans; and 2.0%, in the case of B Term
Loans. Eurodollar Rate borrowings bear interest at the Eurodollar Rate
plus 2.50% in the case of A Term Loans and Working Capital Loans; and 3.0%,
in the case of B Term Loans. At December 31, 1995, the interest rate for
Base Rate borrowings was 10.0 % and the interest rate for Eurodollar Rate
borrowings ranged between 8.1875% and 8.9375%.
For 1995, 1994 and 1993, respectively, the average amount of borrowings of
Working Capital Loans was $67.6 million, $14.4 million and $51.9 million;
the average annual interest rate paid on such borrowings was 8.9%, 8.4%,
and 6.0%; and the highest amount of such borrowings at any month-end was
$184.0 million, $43.9 million, and $80.3 million.
The Credit Agreement provides for the payment of a commitment fee of 0.5%
per annum on the daily average unused portion of commitments available
under the working capital revolving credit facility as well as a 2.75% per
annum fee on outstanding letters of credit.
The indebtedness under the Credit Agreement is guaranteed by Holdings and
each of the Borrowers and secured by a security interest in substantially
all of the real and personal property of the Borrowers. The stock of
Silgan and the stock of principally all of its subsidiaries have been
pledged to the lenders under the Credit Agreement.
The Credit Agreement contains various covenants which limit or restrict,
among other things, investments, indebtedness, liens, dividends, leases,
capital expenditures, and the use of proceeds from asset sales, as well as
requiring the Company to meet certain specified financial covenants. The
Company is currently in compliance with all covenants under the Credit
Agreement.
F-18
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
8. Short-Term Borrowings and Long-Term Debt (continued)
1993 Bank Credit Agreement
Effective December 21, 1993, Silgan, Containers, and Plastics entered into
a credit agreement with a group of banks for $140.0 million in term loans
and $70.0 million in working capital loans to finance in part the
acquisition of DM Can and repay $41.6 million of term loans owed under a
previous bank credit agreement. In addition, Holdings issued and sold
250,000 shares of its Class B Common Stock for $15.0 million and, in turn,
contributed such amount to Silgan. As a result of the early extinguishment
of debt, the Company incurred a net charge of $1.3 million.
According to the terms of this bank credit agreement, 80% of amounts
received from the sale or disposal of assets was to be used to repay term
loans. Prior to the refinancing and repayment of this bank facility, an
additional principal payment of $2.5 million was made early in 1995 from
net proceeds received from asset sales.
Senior Secured Floating Rate Notes
The Company redeemed its Senior Secured Notes on August 30, 1995 for a
premium of $0.1 million.
11 3/4% Senior Subordinated Notes
The Company's 11 3/4% Senior Subordinated Notes (the "11 3/4% Notes") which
mature on June 15, 2002, represent unsecured general obligations,
subordinate in right of payment to obligations of the Company under the
Credit Agreement 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.
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%
F-19
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
8. Short-Term Borrowings and Long-Term Debt (continued)
11 3/4% Senior Subordinated Notes (continued)
The 11 3/4% Notes Indenture contains covenants which are comparable to or
less restrictive than those under the terms of the existing Credit
Agreement.
13 1/4% Senior Discount Debentures
The 13 1/4% Senior 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 and its subsidiaries. The original
issue discount is being amortized through June 15, 1996 with a yield to
maturity of 13 1/4%. During the year ended December 31, 1995, the Company
repurchased $61.7 million face amount of its Discount Debentures for $57.6
million, including a premium of $2.0 million. The carrying amount at
December 31, 1995 of the Discount Debentures represents the face amount
less an unamortized discount of $12.1 million. 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 Debentures Indenture contains covenants which are comparable
to or less restrictive than those under the Credit Agreement and the 11
3/4% Notes.
9. Fair Value 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 fair value due to the
short duration of those investments.
F-20
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
9. Fair Value of Financial Instruments (continued)
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.
The following table presents the carrying amounts and fair values of the
Company's financial instruments recorded at December 31, 1995 and 1994,
respectively (dollars in thousands):
1995 1994
Carrying Fair Carrying Fair
Amount Value Amount Value
Working Capital Facility $ 7,100 $ 7,100 $ 12,600 $ 12,600
Current Portion of long-term
debt 28,140 28,140 21,968 21,968
Bank A Term Loans 220,000 220,000 39,845 39,845
Bank B Term Loans 222,750 222,750 79,691 79,691
Senior Secured Floating Rate
Notes due June 30, 1997 - - 50,000 50,000
11 3/4% Senior Subordinated
Notes due June 15, 2002 135,000 144,500 135,000 140,400
13 1/4% Senior Subordinated
Debentures due
December 15, 2002 201,263 205,873 228,195 235,100
The Company has had limited involvement with derivative financial
instruments and does not use them for trading purposes. During 1995 and
1994, the Company was not party to any interest rate hedge agreements, nor
did it use derivative instruments to hedge commodity or foreign exchange
risks.
F-21
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
9. Fair Value of Financial Instruments (continued)
Subsequent to December 31, 1995, the Company entered into interest rate
swap agreements in order to manage its exposure to interest rate
fluctuations. These agreements effectively convert interest rate exposure
from variable rate to a fixed rate without the exchange of the underlying
principal amounts. The Company has agreed to pay fixed rates of interest
ranging from 8.1% to 8.6% on notional principal amounts totaling $100.0
million which mature in the year 1999. Net payments or receipts under
these agreements will be recorded as adjustments to interest expense.
Concentration of Credit Risk
The Company derives a significant portion of its revenue from multi-year
supply agreements with many of its customers. Revenues from its two
largest customers accounted for approximately 36.0% of sales in 1995 and
47.3% in 1994. The receivable balances from these customers collectively
represented 28.2% and 34.4% of accounts receivable before allowances at
December 31, 1995 and 1994, respectively. As is common in the packaging
industry, the Company provides extended payment terms for some of its
customers due to the seasonality of the vegetable and fruit pack business.
Exposure to losses is dependent on each customer's financial position. The
Company performs ongoing credit evaluations of its customer's financial
condition and its receivables are not collateralized. The Company
maintains an allowance for doubtful accounts which management believes is
adequate to cover potential credit losses based on customer credit
evaluations, collection history, and other information.
F-22
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
10. Commitments
The Company has a number of noncancelable operating leases for office and
plant facilities, equipment and automobiles that expire at various dates
through 2020. Certain operating leases have renewal options. Minimum
future rental payments under these leases are (dollars in thousands):
1996 $13,442
1997 10,768
1998 7,973
1999 5,778
2000 4,928
2001 and thereafter 7,159
$50,048
Rent expense was approximately $10.8 million in 1995; $9.1 million in 1994;
and $8.0 million in 1993.
11. Retirement Plans
The Company sponsors pension and defined contribution plans which cover
substantially all employees, other than union employees covered by multi-
employer defined benefit pension plans under collective bargaining
agreements. Pension benefits are provided 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. It is the Company's policy to fund accrued pension
and defined contribution costs in compliance with ERISA requirements.
Assets of the plans consist primarily of equity and bond funds.
F-23
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
11. Retirement Plans (continued)
The following table sets forth the funded status of the Company's
retirement plans as of December 31:
Plans in which Plans in which
Assets Exceed Accumulated
Accumulated Benefits
Benefits Exceed Assets
1995 1994 1995 1994
(Dollars in thousands)
Actuarial present value of
benefit obligations:
Vested benefit obligations $12,135 $ 9,182 $31,465 $19,876
Non-vested benefit obligations 547 871 3,158 1,889
Accumulated benefit obligations 12,682 10,053 34,623 21,765
Additional benefits due to
future salary levels 5,667 5,358 7,132 3,557
Projected benefit obligations 18,349 15,411 41,755 25,322
Plan assets at fair value 12,988 11,612 23,535 17,249
Projected benefit obligation
in excess of plan assets 5,361 3,799 18,220 8,073
Unrecognized actuarial gain (loss) (165) 504 1,237 3,916
Unrecognized prior service costs (615) (665) (2,128) (2,461)
Additional minimum liability - - 1,990 1,677
Accrued pension liability
recognized in the balance sheet $ 4,581 $ 3,638 $19,319 $11,205
As of the AN Can acquisition date, the Company assumed an accrued pension
liability of $6.8 million related to the active employee population
transferred to the Company from AN Can. Under the terms of the
acquisition, ANC retained the liability for the retired population as of
August 1, 1995
F-24
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
11. Retirement Plans (continued)
For certain pension plans with accumulated benefits in excess of plan
assets at December 31, 1995 and December 31, 1994, the balance sheet
reflects an additional minimum pension liability and related intangible
asset of $2.0 million and $1.7 million, respectively,
The components of net periodic pension costs for defined benefit plans are
as follows:
1995 1994 1993
(Dollars in thousands)
Service cost $ 3,067 $ 2,947 $ 1,809
Interest cost 3,887 3,334 2,144
Actual loss (return) on assets (7,284) 539 (1,784)
Net amortization and deferrals 5,008 (2,698) 317
Net periodic pension cost $ 4,678 $ 4,122 $ 2,486
During 1995, the Company recognized settlement and curtailment losses of
$0.4 million from the termination of participation in certain plans as a
result of plant closings and changes in pension benefit provisions. The
Company participates in several multi-employer pension plans which provide
defined benefits to certain of its union employees. The composition of
total pension cost for 1995, 1994, and 1993 in the Consolidated Statements
of Operations is as follows:
1995 1994 1993
(Dollars in thousands)
Net periodic pension cost $ 4,678 $ 4,122 $ 2,486
Settlement and curtailment losses, net 418 - -
Contributions to multi-employer
union plans 2,708 2,700 2,000
Total pension costs $ 7,804 $ 6,822 $ 4,486
F-25
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
11. Retirement Plans (continued)
The assumptions used in determining the actuarial present value of plan
benefit obligations as of December 31 are as follows:
1995 1994 1993
Discount rate 7.5% 8.5% 7.5%
Weighted average rate of
compensation increase 4.0% 4.5% 4.5%
Expected long-term rate of
return on plan assets 8.5% 8.5% 8.5%
The Company also sponsors defined contribution pension and profit sharing
plans covering substantially all employees. Company contributions to these
plans are based upon employee contributions and operating profitability.
Contributions charged to income for these plans were $1.7 million in 1995;
$2.5 million in 1994; and $1.5 million in 1993. The decline in defined
contributions in 1995 as compared to 1994 resulted from lower profit-
sharing contributions made for Company employees since target financial
objectives were not achieved. This decrease was partially offset by an
increase in the contribution base attributable to additional employee
participation as a result of the acquisition of AN Can.
12. Postretirement Benefits Other than Pensions
Effective January 1, 1993, the Company changed its method of accounting for
postretirement health care and other insurance benefits to conform to the
provisions of SFAS No. 106 "Employers' Accounting for Post Retirement
Benefits Other Than Pensions", which requires accrual of these benefits
over the period during which active employees become eligible for such
benefits. Previously, the Company recognized the cost of providing such
benefits on the pay-as-you-go basis. The Company elected to immediately
recognize a cumulative charge of $5.0 million for this change in accounting
principle which represents the accumulated postretirement benefit
obligation existing as of January 1, 1993.
F-26
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
12. 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. Retiree
health benefits are paid as covered expenses are incurred.
The following table presents the funded status of the postretirement plans
and amounts recognized in the Company's balance sheet as of December 31:
1995 1994
(Dollars in thousands)
Accumulated postretirement benefit obligation:
Retirees $ 1,587 $ 1,183
Fully eligible active plan participants 11,647 1,521
Other active plan participants 14,770 2,577
Total accumulated postretirement
benefit obligation 28,004 5,281
Unrecognized net gain (2,929) (219)
Unrecognized prior service costs (298) (79)
Accrued postretirement benefit liability $24,777 $ 4,983
As of the AN Can acquisition date, the Company assumed a postretirement
benefit liability in the amount of $19.6 million for the active population
transferred to the Company from AN Can. Under the terms of the
acquisition, ANC retained the liability for the retired population as of
August 1, 1995.
Net periodic postretirement benefit cost include the following components:
1995 1994
(Dollars in thousands)
Service cost $ 372 $ 321
Interest cost 1,097 412
Net amortization and deferral 42 (14)
Net periodic postretirement benefit cost $1,511 $ 719
F-27
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
12. Postretirement Benefits Other than Pensions (continued)
The weighted average discount rates used to determine the accumulated
postretirement benefit obligation as of December 31, 1995 and 1994 were
7.5% and 8.5%, respectively. The net periodic postretirement benefit costs
were calculated using a discount rate ranging from 7.5% to 8.5% for 1995
and 8.5% for 1994. The assumed health care cost trend rate used in
measuring the accumulated postretirement benefit obligation ranged from
7.14% to 10.0% in 1995 and was 14% in 1994, declining to a rate ranging
from 5.0% to 6.0% in the year 2003 and thereafter.
A 1% increase in the health care cost trend rate assumption would increase
the accumulated postretirement benefit obligation as of December 31, 1995
by approximately $3.7 million and increase the aggregate of the service and
interest cost components of the net periodic postretirement benefit cost
for 1995 by approximately $0.2 million.
13. Income Taxes
The components of income tax expense are as follows:
1995 1994 1993
(Dollars in thousands)
Current
Federal $ 500 $2,500 $ 300
State 1,900 3,200 1,900
Foreign 100 (100) (400)
2,500 5,600 1,800
Deferred
Federal - - -
State - - 100
Foreign - - -
- - 100
$2,500 $5,600 $1,900
F-28
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
13. Income Taxes (continued)
Income tax expense is included in the financial statements as follows:
1995 1994 1993
(Dollars in thousands)
Income before
extraordinary charges $ 5,100 $ 5,600 $ 1,900
Extraordinary charges (2,600) - -
$ 2,500 $ 5,600 $ 1,900
The income tax provision varied from that computed by using the U.S.
statutory rate as a result of the following:
1995 1994 1993
(Dollars in thousands)
Income tax benefit
at the U.S. Federal
income tax rate $(3,811) $(2,601) $(4,363)
State and foreign tax expense
net of Federal income benefit 1,820 2,015 1,235
Amortization of goodwill 471 576 154
Losses with no benefit 6,620 5,610 4,874
$ 5,100 $ 5,600 $ 1,900
F-29
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
13. Income Taxes (continued)
Deferred income taxes reflect the net tax effect 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 are as follows:
1995 1994
(Dollars in thousands)
Deferred tax liabilities:
Tax over book depreciation $27,800 $21,900
Book over tax basis of assets acquired 41,700 21,400
Other 3,900 4,100
Total deferred tax liabilities 73,400 47,400
Deferred tax assets:
Book reserves not yet deductible
for tax purposes 56,300 24,800
Deferred interest on high yield obligations 25,100 21,300
Net operating loss carryforwards 35,600 26,200
Other 1,200 4,100
Total deferred tax assets 118,200 76,400
Valuation allowance for deferred tax assets 51,636 35,836
Net deferred tax assets 66,564 40,564
Net deferred tax liabilities $ 6,836 $ 6,836
The Company files a consolidated Federal income tax return. At
December 31, 1995, the Company has net operating loss carryforwards of
approximately $100.0 million which are available to offset future
consolidated taxable income of the group and expire from 2001 through 2010.
The Company had an alternative minimum tax liability of $0.5 million in
1995 and $1.5 million in 1994. At December 31, 1995, the Company had $3.9
million of alternative minimum tax credits which are available indefinitely
to reduce future tax payments for regular federal income tax purposes.
F-30
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
14. Acquisition Reserves
In connection with the acquisition of AN Can, the Company plans to improve
operating efficiencies through production and facility consolidation and
through workforce reductions. As part of its preliminary purchase price
allocation, the Company established a reserve for $25.0 million which
primarily consists of $20.5 million for severance and $4.5 million of
facility exit costs. The provision for severance includes employee
termination benefits, such as, salary continuation, pension, and medical.
Plant exit costs include planned expenditures relating to facility shut
down, equipment removal, and compliance with environmental regulations.
During the year, $0.9 million of costs were expended for severance. As of
December 31, 1995, $7.1 million remained in other accrued expenses for
costs expected to be paid within one year and $17.0 million remained in
long term liabilities. Management believes that the operating improvements
will not be fully implemented until 1997 and the remaining reserve balance
will be adequate to cover anticipated costs.
15. Stock Option Plans
Holdings, Containers and Plastics have established 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, Holdings has reserved 24,000
shares of its Class C Common Stock and Containers and Plastics have each
reserved 1,200 shares of their common stock for issuance under their
respective plans. Containers has 13,764 shares and Plastics has 13,800
shares of $0.01 par value common stock currently issued, and all such
shares are owned by Silgan.
F-31
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
15. Stock Option Plans (continued)
The SARs extend to the shares covered by the options for the Containers and
Plastics plans and provide for the payment to the holders of the options of
an amount in cash equal to the excess of, in the case of Containers' plans,
the pro forma book value, as defined, of a share of common stock (or in the
event of a public offering or a change in control (as defined), 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 rights not paid at the time of the recapitalization in June
1989; or, in the case of the Plastics plan, in the event of a public
offering or a change in control (as defined), the fair market value of a
share of common stock over the exercise price of the option.
Prior to a public offering or change in control, should an employee leave
Containers, Containers has the right to repurchase, and the employee has
the right to require Containers to repurchase, the common stock at the
then pro forma book value.
At December 31, 1995, there were outstanding options for 24,000 shares
under the Holdings plan, 936 shares under the Containers plan and 1,200
shares under the Plastics plan. The exercise prices per share range from
$35 to $61 for the Holdings options, range from $2,122 and $4,933 for the
Containers options and $126 to $943 for the Plastics options. The stock
options and SARs generally become exercisable ratably over a five-year
period. At December 31, 1995, there were
16,800 options exercisable under the Holdings plans, 840 options/SARs
exercisable under the Containers plan and 180 options/SARs exercisable
under the Plastics plan. The Company incurred charges relating to the
vesting and payment of benefits under the stock option plans of $0.8
million in 1995; $1.5 million in 1994; and $0.2 million in 1993.
In the event of a public offering of any of Holdings' capital stock or a
change in control of Holdings, (i) the options granted by Containers and
Plastics pursuant to the plans and (ii) any stock issued upon exercise of
such options issued by Containers are convertible into either stock options
or common stock of Holdings, as the case may be. The conversion of such
options or shares will be based upon a valuation of Holdings and an
allocation of such value among the subsidiaries after giving affect to,
among other things, that portion of the outstanding indebtedness of
Holdings allocable to each such subsidiary.
F-32
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
15. Stock Option Plans (continued)
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation", effective for the 1996 fiscal year. Under SFAS No. 123,
compensation expense for all stock-based compensation plans would be
recognized based on the fair value of the options at the date of grant
using an option pricing model. As permitted under SFAS No. 123, the
Company may either adopt the new pronouncement or may continue to follow
the current accounting method as prescribed under APB. Opinion No. 25,
"Accounting for Stock Issued to Employees". The Company does not intend to
adopt SFAS No. 123 for expense recognition purposes in 1996.
16. Deficiency in Stockholders' Equity
Deficiency in stockholders' equity includes the following classes of common
stock ($.01 par value) and preferred stock:
Shares
Shares Issued and Outstanding
Class Authorized December 31, 1995 and 994
A 500,000 417,500
B 667,500 667,500
C 1,000,000 50,000
2,167,500 1,135,000
Preferred Stock 1,000,000 -
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.
F-33
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
17. Related Party Transactions
Pursuant to various management services agreements entered into between
Holdings, Silgan, Containers, Plastics, and S&H, Inc. ("S&H"), a company
wholly-owned by Messr. Silver, the Chairman and Co-Chief Executive Officer
and Messr. Horrigan, the President and Co-Chief Executive Officer, of
Holdings and Silgan, S&H provides Holdings, Silgan and its subsidiaries
with general management, supervision and administrative services. In
consideration for its 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 Agreements 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
Agreements, plus reimbursement for all related out-of-pocket expenses. The
total amount incurred under the Management Agreements was $5.4 million in
1995, $5.0 million in 1994, and $4.4 million in 1993 and was allocated,
based upon EBDIT, as a charge to operating income of each business segment.
Included in accounts payable at December 31, 1995 and 1994, was $0.1
million payable to S&H.
Under the terms of the Management Agreements, the Company has 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 Agreements.
In connection with the refinancings and bank credit agreements entered into
during 1995 and 1993, the banks thereunder (including Bankers Trust
Company) received fees totaling $17.2 million in 1995 and $8.1 million in
1993.
F-34
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
18. Litigation
In connection with the acquisition by Holdings of Silgan as of June 30,
1989 (the "Merger"), a decision was rendered in 1995 by the Delaware Court
of Chancery with respect to appraisal proceedings filed by certain former
stockholders of 400,000 shares of stock of Silgan. Pursuant to that
decision, these former holders were awarded $5.94 per share, plus simple
interest at a rate of 9.5%. This award was less than the amount, $6.50 per
share, that these former holders would have received in the Merger. The
right of these former holders to appeal the Chancery Court's decision has
expired, and the Company has tendered payment of $3.8 million to these
former holders. In 1994, prior to the trial for appraisal, the Company and
the former holders of an additional 650,000 shares of stock of Silgan
agreed to a settlement in respect of their appraisal rights, and the
Company made a payment of $6.9 million, including interest, in respect of
the settlement.
With respect to a complaint filed by limited partners of The Morgan Stanley
Leveraged Equity Fund, L.P. against a number of defendants, including
Silgan and Holdings, all claims against Silgan and Holdings related to this
action were dismissed on January 14, 1993. The plaintiff's time to appeal
the dismissal of the claims against Holdings and Silgan expired following
the dismissal of the claims against certain other defendants in June 1995.
Other than the actions mentioned above, there are no other pending legal
proceedings to which the Company is a party or to which any of its
properties are subject which would have a material effect on the Company's
financial position.
F-35
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
19. Business Segment Information
The Company is engaged in the packaging industry and operates principally
in two business segments. Both segments operate in North America. There
are no intersegment sales. Presented below is a tabulation of business
segment information for each of the past three years (in millions):
Net Oper. Identifiable Dep. & Capital
Sales Profit Assets Amort. Expend.
1995
Metal container
& specialty(1) $ 882.3 $72.9(2) $736.7 $31.6 $32.5
Plastic container 219.6 13.2 159.4 13.8 19.4
Consolidated $1,101.9 $86.1 $896.1 $45.4 $51.9
1994
Metal container
& specialty(1) $657.1 $67.0(3) $335.3 $23.1 $16.9
Plastic container 204.3 9.4(3) 162.8 14.1 12.3
Consolidated $ 861.4 $76.4 $498.1 $37.2 $29.2
1993
Metal container
& specialty(1) $459.2 $42.3 $324.5 $17.3 $25.3
Plastic container 186.3 0.6 165.9 16.5 17.2
Consolidated $ 645.5 $42.9 $490.4 $33.8 $42.5
(1)Specialty packaging sales include closures, plastic bowls, and paper
containers used by processors and packagers in the food industry and
are not significant enough to be reported as a separate segment.
(2)Excludes charge for reduction in carrying value of assets of $14.7
million for the metal container segment.
(3)Excludes charges for reduction in carrying value of assets of $7.2
million for the metal container segment and $9.5 million for the
plastic container segment, respectively.
F-36
<PAGE>
SILGAN HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
19. Business Segment Information (continued)
Operating profit is reconciled to income before tax as follows (in
millions):
1995 1994 1993
Operating profit $ 86.1 $ 76.4 $ 42.9
Reduction in carrying
value of assets 14.7 16.7 -
Interest expense 80.7 65.8 54.3
Corporate 1.5 1.3 1.1
Loss before income taxes $(10.8) $ (7.4) $(12.5)
Identifiable assets are reconciled to total assets as follows (in
millions):
1995 1994 1993
Identifiable assets $896.1 $498.1 $490.4
Corporate assets 3.9 6.2 7.2
Total assets $900.0 $504.3 $497.6
Metal container and other segment sales to Nestle Food Company accounted
for 21.4%, 25.9% and 34.1%, of net sales of the Company during the years
ended December 31, 1995, 1994 and 1993, respectively. Similarly, sales to
Del Monte accounted for 14.5% and 21.4% of net sales of the Company during
the years ended December 31, 1995 and 1994, respectively.
F-37
<PAGE>
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF SILGAN HOLDINGS INC.
CONDENSED BALANCE SHEETS
December 31, 1995 and 1994
(Dollars in thousands)
1995 1994
(Restated)
ASSETS
Current assets:
Cash and cash equivalents $ 10 $ 17
Other current assets 70 -
Total current assets 80 17
Investment in and other amounts due
from subsidiary 19,040 69,526
Notes receivable-subsidiary 1,489 1,489
Debt issuance costs 3,418 5,372
$ 24,027 $ 76,404
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 393 $ 4,963
Amount payable to subsidiary 2,175 1,244
Total current liabilities 2,568 6,207
Discount debentures 201,263 228,195
Deficiency in stockholders' equity:
Common stock 12 12
Additional paid-in capital 33,606 33,606
Accumulated deficit (213,422) (191,616)
Total deficiency in stockholders'
equity (179,804) (157,998)
$ 24,027 $ 76,404
See Notes to Consolidated Financial Statements for Silgan Holdings Inc.
appearing elsewhere in this Form 10-K.
F-38
<PAGE>
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF SILGAN HOLDINGS INC.
CONDENSED STATEMENTS OF OPERATIONS
For the years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
1995 1994 1993
Net sales $ - $ - $ -
Cost of goods sold - - -
Gross profit - - -
Selling, general and administrative
expenses 1,113 837 674
Loss from operations (1,113) (837) (674)
Equity in earnings of consolidated
subsidiaries 6,806 12,053 (2,547)
Interest expense and other related
financing costs (28,248) (29,647) (26,339)
Interest income - - 2
Loss before income taxes (22,555) (18,431) (29,558)
Income tax benefit 4,100 5,400 7,575
Loss before extraordinary charges (18,455) (13,031) (21,983)
Extraordinary charges relating to
early extinguishment of debt (3,351) - -
Net loss $(21,806) $(13,031) $(21,983)
See Notes to Consolidated Financial Statements for Silgan Holdings Inc.
appearing elsewhere in this Form 10-K.
F-39
<PAGE>
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF SILGAN HOLDINGS INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
1995 1994 1993
(Restated)
Cash flows from operating activities: $ (7) $ (2) $ (196)
Cash flows from investing activities:
Investment in subsidiary - - (15,000)
Cash dividend received from subsidiary 3,795 6,911 -
Net cash provided (used) by
investing activities 3,795 6,911 (15,000)
Cash flows from financing activities:
Dividend from subsidiary 57,596 - -
Proceeds from issuance of common stock - - 15,000
Repayment of long-term debt (57,596) - -
Payments to former shareholders
of Silgan (3,795) (6,911) -
Net cash provided (used) by
financing activities (3,795) (6,911) 15,000
Net decrease in cash and cash
equivalents (7) (2) (196)
Cash and cash equivalents at
the beginning of year 17 19 215
Cash and cash equivalents at
end of year $ 10 $ 17 $ 19
See Notes to Consolidated Financial Statements for Silgan Holdings Inc.
appearing elsewhere in this Form 10-K.
F-40
<PAGE>
SCHEDULE II
SILGAN HOLDINGS INC.
SCHEDULES OF VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
Column A Column B Column C Column D Column E
Additions
Charged
Balance at Charged to to other Balance
beginning costs and accounts Deductions at end of
Description of period expenses describe describe(1) period
For the year ended
December 31, 1993:
Allowance for
doubtful accounts
receivable $1,643 $ 91 $ - $ 650 $1,084
For the year ended
December 31, 1994:
Allowance for
doubtful accounts
receivable $1,084 $ 621 $ 58 $ 206 $1,557
For the year ended
December 31, 1995:
Allowance for
doubtful accounts
receivable $1,557 $ 295 $3,872 (2) $ 881 $4,843
(1)Uncollectible accounts written off, net of recoveries.
(2)Represents the accounts receivable allowance for doubtful accounts
assumed upon the acquisition of AN Can.
F-41
<PAGE>
