Silgan Holdings, Inc.
(])
Ticker:SLGN 4 Landmark Square
Exchange:NASDAQ-National Market Stamford, CT 06901
Industry:Manufacturing (SIC Code 3565) (203) 975-7110

Offering Information
Type of Shares:Common Shares Filing Date:9/16/96
U.S. Shares:4,500,000 Offer Date:2/13/97
Non-U.S. Shares:0 Filing Range:$18.00 - $20.00
Primary Shares:3,700,000 Offer Price:$20.00
Secondary Shares:800,000 Gross Spread:$1.40
Offering Amount: $85,500,000 Selling:$0.84
Expenses:$1,000,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Morgan Stanley & Co. IncorporatedCo-manager (212) 761-5900
Salomon Brothers Inc.Co-manager (212) 783-2947

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Winthrop, Stimson, Putnam & Roberts
Bank's Law Firm: Shearman & Sterling

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$1,101.90$606.90$405.00Assets:$1,004.60
Net Income:-$21.80$9.70$2.10Curr Assets:
EPS:Liabilities:$1,174.70
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:-$170.10
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading North American manufacturer of consumer goods packaging products. These products include i) steel and aluminum containers for human and pet foods ii) custom designed plastic containers for personal care, health, food, pharmaceutical and household chemical products and iii) specialty packaging items, including metal caps and closures, plastic bowls and paper containers used by processors in the food industry. The company is the largest manufacturer of metal food containers in North America, with a unit sale market share during 1995 of 36% in the United States, and is a leading manufacturer of plastic containers in North America for personal care products. The company's strategy is to increase shareholder value by growing its existing businesses and expanding into other segments by applying its expertise in acquiring, financing, integrating and efficiently operating consumer goods packaging businesses.

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

Business Plan
The company intends to enhance its position as a leading supplier of consumer goods packaging products by aggressively pursuing a strategy designed to achieve future growth and to increase profitability. The key components of this strategy are to 1) increase the company's market share in its current business lines through acquisitions and internal growth; 2) expand into complementary business lines by applying the company's acquisition and operating expertise to other areas of the North American consumer goods packaging market and 3) improve the profitability of acquired businesses through integration, rationalization and capital investments to enhance their manufacturing and production efficiency.

Use of Proceeds
The proceeds from the proposed offering will be used to redeem the remaining Discount Debentures and to repay a portion of the amount outstanding under the Silgan Credit Agreement.

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