UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2005
SILGAN HOLDINGS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-22117 06-1269834
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 975-7110
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2005, we and certain of our wholly owned subsidiaries entered
into a First Amendment to Credit Agreement and US Pledge Agreement with the
lenders party to the credit agreement referred to below and Deutsche Bank AG New
York Branch, as administrative agent (the "Amendment"). The Amendment amends our
existing Credit Agreement, dated as of June 30, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, Bank of America, N.A. and Morgan Stanley
Bank, as co-syndication agents, BNP Paribas and JPMorgan Chase Bank, N.A., as
co-documentation agents, Deutsche Bank Securities Inc. and Banc of America
Securities LLC, as joint lead arrangers and joint book managers, and the lenders
party thereto from time to time (the "Credit Agreement"), to, among other
things, (i) add Silgan Plastics Canada Inc., one of our wholly owned Canadian
subsidiaries ("Silgan Plastics Canada"), as an incremental term loan borrower
for an incremental term loan of Cdn. $45,000,000 and (ii) add Silgan Plastics
Canada and 827599 Ontario Inc., another of our wholly owned Canadian
subsidiaries ("827599 Ontario Inc."), as revolving borrowers under our existing
revolving loan facility under the Credit Agreement, with such Canadian
subsidiaries being able to borrow up to an aggregate of Cdn. $14,000,000 of
revolving loans under our existing revolving loan facility. The Amendment
provides that the Cdn. $45,000,000 incremental term loan does not reduce the
incremental uncommitted loan facility of up to USD $350,000,000 available to us
under the Credit Agreement. The Amendment also increases the amount of
incremental revolving loans that are permitted under our USD $350,000,000
incremental uncommitted loan facility from USD $150,000,000 to USD $200,000,000.
The Canadian incremental term loan and the Canadian revolving loans mature on
June 30, 2011. Canadian revolving loans can be borrowed, repaid and reborrowed
from time to time until maturity. The Canadian incremental term loan is
repayable in installments as follows:
Canadian Incremental Term Loan
Scheduled Repayment Date Amount
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December 31, 2008 Cdn. $ 2,250,000
December 31, 2009 Cdn. $ 2,250,000
December 31, 2010 Cdn. $ 2,250,000
June 30, 2011 Cdn. $38,250,000
At our election, Canadian incremental term loans may be designated as B/A
Discount Rate Loans or as Canadian Prime Rate Loans. The interest periods for
B/A Discount Rate Loans may be one, two, three, six or, to the extent agreed,
twelve month periods. Interest on Canadian incremental term loans designated as
B/A Discount Rate Loans is payable at the B/A Discount Rate (as defined in the
Amendment) plus the applicable margin for A Term Loans maintained as Eurodollar
Loans under the Credit Agreement. Interest on Canadian incremental term loans
designated as Canadian Prime Rate Loans is payable at the Canadian Prime Rate
(as defined in the Amendment) plus the applicable margin for A Term Loans
maintained as Base Rate Loans under the Credit Agreement.
At our election, Canadian revolving loans may be designated as Bankers'
Acceptance Loans or as Canadian Prime Rate Loans. Interest on Canadian revolving
loans designated as Bankers' Acceptance Loans is payable at the rates as
provided in the Amendment plus the applicable margin for revolving loans
maintained as Eurodollar Loans under the Credit Agreement. Interest on Canadian
revolving loans designated as Canadian Prime Rate Loans is payable at the
Canadian Prime Rate plus the applicable margin for revolving loans maintained as
Base Rate Loans under the Credit Agreement.
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The Canadian incremental term loan and the Canadian revolving loans are secured
by a pledge of all of the shares of Silgan Plastics Canada, 827599 Ontario Inc.
and 828745 Ontario Inc., another of our wholly owned Canadian subsidiaries, and
a pledge by all such companies of substantially all of their assets and
properties (other than real property), subject to limited exceptions, as well as
by all of the collateral pledged under the Credit Agreement. The Canadian
incremental term loan and the Canadian revolving loans are guaranteed on a
secured basis by us and substantially all of our subsidiaries.
The proceeds of Cdn. $45,000,000 from the Canadian incremental term loan were
used to pay related fees and expenses and to repatriate the earnings of our
Canadian subsidiaries in connection with the American Jobs Creation Act.
Proceeds from the revolving loans, which, as of the date hereof, remain undrawn,
may be used for working capital and general corporate purposes.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of Registrant.
The information provided under Item 1.01 of this Current Report is incorporated
herein by reference to the extent applicable.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 First Amendment to Credit Agreement and US
Pledge Agreement, dated as of December 19, 2005,
and effective as of December 22, 2005, among
Silgan Holdings Inc., Silgan Containers
Corporation, Silgan Plastics Corporation, Silgan
Containers Manufacturing Corporation, Silgan Can
Company, Silgan Plastics Canada Inc., 827599
Ontario Inc., the lenders party to the Credit
Agreement from time to time and Deutsche Bank AG
New York Branch, as Administrative Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SILGAN HOLDINGS INC.
By: /s/ Frank W. Hogan, III
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Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Date: December 29, 2005
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 First Amendment to Credit Agreement and US
Pledge Agreement, dated as of December 19, 2005,
and effective as of December 22, 2005, among
Silgan Holdings Inc., Silgan Containers
Corporation, Silgan Plastics Corporation, Silgan
Containers Manufacturing Corporation, Silgan Can
Company, Silgan Plastics Canada Inc., 827599
Ontario Inc., the lenders party to the Credit
Agreement from time to time and Deutsche Bank AG
New York Branch, as Administrative Agent.
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