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): June 30, 2006
SILGAN HOLDINGS INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 000-22117 06-1269834
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
N/A
--------------------------------------------------------------------------------
(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 2 - Financial Information
Item 2.05. Costs Associated With Exit or Disposal Activities.
On June 30, 2006, the Registrant finalized its decision to close its metal
container facility in St. Paul, Minnesota. This decision resulted from the
Registrant's ongoing efforts to streamline its operations and reduce its
operating costs. The Registrant anticipates closing the facility during the
second quarter of 2007.
As a result of this decision, the Registrant estimates that it will incur total
cash and non-cash pre-tax charges of approximately $15 million, of which
approximately $11 million will be recorded in 2006 with the majority of the
balance to be recorded in 2007. The total pre-tax charges are estimated to
include employee severance and benefit cost of approximately $9 million, the
write down in carrying value of assets of approximately $3 million and plant
exit costs of approximately $3 million. Of these amounts, a total of
approximately $6 million represents incremental pre-tax cash expenditures which
will be incurred primarily in 2007 and 2008 in connection with the closing of
the facility. The amount of the charges for the closing of the facility will be
updated at the time the Registrant announces its earnings results for the second
quarter of 2006.
Statements included in this Current Report on Form 8-K which are not historical
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and
Securities Exchange Act of 1934. Such forward-looking statements are made based
upon management's expectations and beliefs concerning future events impacting us
and therefore involve a number of uncertainties and risks, including, but not
limited to, those described in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2005 and our other filings with the Securities and
Exchange Commission. As a result, the actual results of our operations or our
financial condition could differ materially from those expressed or implied in
these forward-looking statements.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On July 7, 2006, the Registrant issued a press release announcing its decision
to close its metal container facility in St. Paul, Minnesota. A copy of this
press release is furnished herewith and attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press Release, dated July 7, 2006, announcing a cost
savings initiative by the Registrant.
2
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
--------------------------------------
Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Date: July 7, 2006
3
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Press Release, dated July 7, 2006, announcing a cost savings
initiative by the Registrant.
4