Item 1. Business
General
Silgan Corporation (the "Company" or "Silgan") is a major manufacturer of a broad range of steel and aluminum containers for human and pet food. The Company also manufactures custom designed plastic containers for health, personal care, food, beverage, pharmaceutical and household chemical products in North America. In 1994, the Company had net sales of $861.4 million.
Management believes that the Company is the sixth largest can producer and one of the largest food can producers in North America, as well as one of the largest producers in North America of custom designed plastic containers for health and personal care products. The Company has grown rapidly since its inception in 1987 primarily as a result of acquisitions, but also through internally generated growth. In December 1993, Silgan's wholly owned subsidiary, Silgan Containers Corporation ("Containers"), acquired the U.S. metal container manufacturing business of Del Monte Corporation ("Del Monte"). See "Company History" below.
The Company's strategy is to continue to increase its share of the North American packaging market through acquisitions, as well as investment in internally generated opportunities. The Company intends to focus particular attention on those rigid metal and plastic container segments where operating and market synergies are likely.
The Company is also engaged in the manufacture and sales of paper containers primarily used by processors and packagers in the food industry.
The Company is a Delaware corporation formed in August 1987 as a holding company to acquire interests in various packaging manufacturers. Prior to 1987, the Company did not engage in any business. In June 1989, the Company became a wholly owned subsidiary of Silgan Holdings Inc. ("Holdings"), a Delaware corporation whose principal asset is all of the outstanding common stock of the Company. See "Company History" below.
Metal Container Business
Management estimates that Containers is currently the sixth largest can producer and one of the largest manufacturers of metal food containers in North America. In 1994 Containers sold approximately 21% of all metal food containers used in North America. Although the food can industry in North America is relatively mature in terms of unit sales growth, Containers has realized compound annual unit sales growth in excess of 12% since 1987. Types of containers manufactured include those for vegetables, fruit, pet food, tomato based products, evaporated milk and infant formula. Containers has agreements with Nestle Food Company ("Nestle") pursuant to which Containers supplies substantially all of its metal container requirements, and an agreement with Del Monte pursuant to which Containers supplies substantially all of its metal container requirements. In addition to Nestle and Del Monte, Containers has multi-year supply arrangements with other customers. The Company estimates that in excess of 80% of Containers' sales in 1995 will be pursuant to such supply arrangements. See "Sales and Marketing" below.
Containers has focused on growth through acquisition followed by investment in the acquired assets to achieve a low cost position in the food can segment. Since its acquisition in 1987 of the metal container manufacturing division of Nestle ("Nestle Can"), Containers has invested approximately $99 million in its acquired manufacturing facilities and has spent approximately $67 million for the acquisition of additional can
manufacturing assets. As a result of these efforts and management's focus on quality and service, Containers has more than doubled its overall share of the food can segment in terms of unit sales, from a share of approximately 10% in 1987 to a share of approximately 21% in 1994.
Plastic Container Business
Management believes that the Company's wholly owned subsidiary, Silgan Plastics Corporation ("Plastics"), is one of the leading manufacturers of custom designed, high density polyethylene ("HDPE") and polyethylene terephthalate ("PET") containers sold in North America for health and personal care products. HDPE containers manufactured by Plastics include personal care containers for shampoos, conditioners, hand creams, lotions and cosmetics, household chemical containers for scouring cleaners, specialty cleaning agents and lawn and garden chemicals and pharmaceutical containers for tablets, laxatives and eye cleaning solutions. Plastics manufactures PET custom medicinal and health care product containers (such as mouthwash and cough syrup bottles), custom food product containers (such as salad dressing and instant coffee bottles), and custom non-carbonated soft drink beverage product containers (such as juice bottles) as well as water and liquor bottles. See "Products" below.
Plastics has grown primarily by strategic acquisition. From a sales base of $89 million in 1987, Plastics' sales have grown at a compound rate of 13% to $204 million in 1994. Plastics emphasizes value-added design, fabrication and decoration of custom containers. Plastics is aggressively pursuing opportunities in custom designed PET and HDPE containers for which the market has been growing principally due to consumer preferences for plastic containers. The Company believes it has equipment and technical expertise to take advantage of these growth segments.
Products
Metal Container Business
The Company is engaged in the manufacture and sale of steel and aluminum containers that are used primarily by processors and packagers for human and pet food. Types of containers manufactured include those for vegetables, fruit, pet food, tomato based products, evaporated milk and infant formula. The Company does not produce cans for use in the beer or soft drink industries. Cans are produced in a variety of sizes, ranging in diameter from 2-1/8 inches to 6-3/16 inches and in height from 1-7/16 inches to 7 inches.
Plastic Container Business
The Company is also engaged in the manufacture and sale of plastic containers primarily used for health, personal care, food, beverage (other than carbonated soft drinks), pharmaceutical and household chemical products. Plastic containers are produced by converting thermoplastic materials into containers ranging in size from 1/2 to 96 ounces. Emphasis is on value-added design, fabrication and decoration of the containers. The Company designs and manufactures a wide range of containers for health and personal care products such as shampoos, hand creams, lotions and mouthwash. Because these products are characterized by short product life and a demand for creative packaging, the containers manufactured for these products generally have more sophisticated designs and decorations. Food and beverage containers are designed and manufactured (generally to unique specifications for a specific customer) to contain products such as salad dressing, coffee, juice, water and liquor. Household chemical containers are designed and manufactured to contain polishes, specialty cleaning agents, lawn and garden chemicals and liquid household products. Pharmaceutical containers are designed and manufactured (either in a generic or in a custom-made form) to contain tablets, solutions and similar products for the ethical and over-the-counter markets.
Manufacturing and Production
As is the practice in the industry, most of the Company's can and plastic container customers provide it with annual estimates of products and quantities pursuant to which periodic commitments are given. Such estimates enable the Company to effectively manage production and control working capital requirements. At December 31, 1994, Containers had in excess of 80% of its projected 1995 sales under multi-year contracts. Plastics has written purchase orders or contracts for containers with the majority of its customers. In general, these purchase orders and contracts are for containers made from proprietary molds and are for a duration of 2 to 5 years. Both Containers and Plastics schedule their production to meet their customers' requirements. Because the production time for the Company's products is short, the backlog of customer orders in relation to sales is not significant.
Metal Container Business
The Company uses three basic processes to produce cans. The traditional three-piece method requires three pieces of flat metal to form a cylindrical body with a welded side seam, a bottom and a top. The Company uses a welding process for the side seam of three-piece cans to achieve a superior seal. High integrity of the side seam is further assured by the use of sophisticated electronic weld monitors and organic coatings that are thermally cured by induction and convection processes. The other two methods of producing cans start by forming a shallow cup that is then formed into the desired height using either the draw and iron process or the draw and redraw process. Using the draw and redraw process, the Company manufactures steel and aluminum two-piece cans, the height of which does not exceed the diameter. For cans the height of which is greater than the diameter, the Company manufactures steel two-piece cans by using a drawing and ironing process. Quality and stackability of such cans are comparable to that of the shallow two-piece cans described above. Can bodies and ends are manufactured from thin, high-strength aluminum alloys and steels by utilizing proprietary tool and die designs and selected can making equipment. The Company's manufacturing operations include cutting, coating, lithographing, fabricating, assembling and packaging finished cans.
Plastic Container Business
The Company utilizes two basic processes to produce plastic bottles. In the blow extrusion molding process, pellets of plastic resin are heated and extruded into a tube of plastic. A two-piece metal mold is then closed around the plastic tube and high pressure air is blown into it causing a bottle to form in the mold's shape. In the injection blow molding process, pellets of plastic resin are heated and injected into a mold, forming a plastic preform. The plastic preform is then blown into a bottle-shaped metal mold, creating a plastic bottle.
The Company believes that its proprietary equipment for the production of HDPE containers is particularly well-suited for the use of PCR resins because of the relatively low capital costs required to convert its equipment from the use of virgin resins.
The Company's decorating methods for its plastic products include (i) silk screen decoration, which enables the application of images in multiple colors to the bottle, (ii) post-molded decoration, which uses paper labels applied to the bottles with glue, (iii) pressure-sensitive decoration, which applies a plastic film label to a post-molded bottle by pressing against the bottle and (iv) in-mold labeling, which applies a plastic film label to the bottle during the blowing process. The Company has state-of-the-art decorating equipment, including, management believes, one of the largest sophisticated decorating facilities in the Midwest, which allows the Company to custom-design new products with short lead times.
Raw Materials
The Company does not believe that it is materially dependent upon any single supplier for any of its raw materials and, based upon the existing arrangements with suppliers discussed above, its current and anticipated requirements and market conditions, the Company believes that it has made adequate provisions for acquiring raw materials. Although increases in the prices of raw materials have generally been passed along to the Company's customers, the inability to do so in the future could have a significant impact on the Company's operating margins.
Metal Container Business
The Company uses tin plated and chromium plated steel, aluminum, copper wire, organic coatings, lining compound and inks in the manufacture and decoration of its metal can products. The Company's steel and other material requirements are supplied through purchase orders with suppliers with whom the Company, through its predecessors, has long-term relationships. If its suppliers fail to deliver under their arrangements, the Company would be forced to purchase raw materials on the open market, and no assurances can be given that it would be able to make such purchases at prices which would allow it to remain competitive. The Company has a contract to obtain the majority of its requirements for aluminum from a supplier at prices that are subject to adjustment based on formulas and market conditions. Such contract expires in 1996. The Company believes that it would be able to satisfy its requirements for aluminum from other suppliers in the event of the loss of its current supplier. The Company believes that it will be able to purchase sufficient quantities of steel and aluminum can sheet for the foreseeable future.
Plastic Container Business
The raw materials used by the Company for the manufacture of plastic containers are primarily resins in pellet form such as HDPE-PCR and virgin HDPE and PET and, to a lesser extent, low density polyethylene, extrudable polyester terephthalate, polyethylene terephthalate glycol, polypropylene, polyvinyl chloride and medium density polyethylene. The Company's resin requirements are acquired through multi-year arrangements for specific quantities of resins with several major suppliers of resins. The price the Company pays for resin raw materials is not fixed and is subject to market pricing. Currently, demand for PET exceeds supplies of PET. However, the Company has long-term arrangements for PET with a number of producers and, as a result, believes that it has adequate supply commitment for PET to satisfy its current business and obligations to customers. The Company anticipates that there will be new capacity for PET beginning in midto-late 1995 and into 1996. The Company believes that the successful start-up of such announced new capacity will bring supply of and demand for PET into better balance in 1996. However, delays in the availability of such new capacity could have an adverse impact on the Company's plans for growth in its plastic containers business in 1996. The Company believes that it will be able to purchase sufficient quantities of other resins (including HDPE) for the foreseeable future.
Sales and Marketing
The Company markets its products in most areas of North America primarily by a direct sales force and through a large network of distributors. Because of the high cost of transporting empty containers, the Company generally sells to customers within a 300 mile radius of its manufacturing plants. See also "Competition" below.
In 1994, 1993 and 1992, the Company's metal container business accounted for approximately 76%, 71% and 69%, respectively, of the Company's total sales, and the Company's plastic container business accounted for approximately 24%, 29% and 31%, respectively, of the Company's total sales. In 1994, 1993
and 1992, approximately 26%, 34% and 37%, respectively, of the Company's sales were to Nestle and in 1994 approximately 21% of the Company's sales were to Del Monte. No other customer accounted for more than 10% of the Company's total sales during such years.
Metal Container Business
Management believes that the Company is currently the sixth largest can producer and one of the largest food can producers in North America. In 1994, Containers sold approximately 21% of all metal food containers in North America. Containers has entered into multi-year supply arrangements with many of its customers, including Nestle and Del Monte. The Company estimates that in excess of 80% of its metal container sales in 1995 will be pursuant to such arrangements.
In 1987, the Company, through Containers, and Nestle entered into supply agreements (the "Nestle Supply Agreements") pursuant to which Containers has agreed to supply Nestle with, and Nestle has agreed to purchase from Containers, substantially all of the can requirements of the former Carnation operations of Nestle for a period of ten years, subject to certain conditions. In 1994, the term of three of the Nestle Supply Agreements (representing approximately 70% of the Company's 1994 unit sales to Nestle) was extended through 2001.
The Nestle Supply Agreements provide for certain prices and specify that such prices will be increased or decreased based upon cost change formulas set forth therein. The Nestle Supply Agreements contain provisions that require Containers to maintain certain levels of product quality, service and delivery in order to retain the Nestle business. In the event of a breach of a particular Nestle Supply Agreement, Nestle may terminate such Nestle Supply Agreement but the other Nestle Supply Agreements would remain in effect.
Under the three Nestle Supply Agreements which were recently extended through 2001, Nestle has the right to receive competitive bids under narrowly limited circumstances, and Containers has the right to match any such bids. Under the other six Nestle Supply Agreements, if Nestle receives a competitive bid for any product supplied thereunder, Containers has the right to match such bid with respect to the type and volume of cans over the period of the competitive bid. In either case, in the event that Containers chooses not to match a competitive bid, Nestle may purchase cans from the competitive bidder at the competitive bid price for the term of the bid. Since 1990, under the original Nestle Supply Agreements Nestle has requested that Containers match certain bids received from other potential suppliers. Containers agreed to match such bids (which resulted in minor margin impact) and continues to supply substantially all of the can requirements of the former Carnation operations of Nestle. In the future, there can be no assurance that Containers will choose to match any such bids or that, even if matched, such bids will be at a level sufficient to allow Containers to maintain margins currently received. Until any such bids are received by Nestle and submitted to the Company, the Company cannot predict the effect, if any, of such bids upon its financial condition or results of operations. Significant reductions of margins or the loss of significant unit volume under the Nestle Supply Agreements could, however, have a material adverse effect on the Company.
On December 21, 1993, Containers and Del Monte entered into a supply agreement (the "DM Supply Agreement"). Under the DM Supply Agreement, Del Monte has agreed to purchase from Containers, and Containers has agreed to sell to Del Monte, 100% of Del Monte's annual requirements for metal containers to be used for the packaging of food and beverages in the United States and not less than 65% of Del Monte's annual requirements of metal containers for the packaging of food and beverages at Del Monte's Irapuato, Mexico facility, subject to certain limited exceptions.
The DM Supply Agreement provides for certain prices for all metal containers supplied by Containers to Del Monte thereunder and specifies that such prices will be increased or decreased based upon specified cost change formulas.
Under the DM Supply Agreement, after five years, Del Monte may, under certain circumstances, receive proposals with terms more favorable than those under the DM Supply Agreement from independent commercial can manufacturers for the supply of containers of a type and quality similar to the metal containers that Containers furnishes to Del Monte, which proposals shall be for the remainder of the term of the DM Supply Agreement and for 100% of the annual volume of containers at one or more of Del Monte's canneries. Containers has the right to retain the business subject to the terms and conditions of such competitive proposal.
The sale of metal containers to vegetable pack customers is seasonal and monthly revenues increase during the months of June through October. As is common in the packaging industry, the Company must build inventory and then carry accounts receivable for some seasonal vegetable pack customers beyond the end of the harvest season. Consistent with industry practice, such customers may return unused containers. Historically, such returns have been minimal.
Plastic Container Business
The Company is one of the leading manufacturers of custom designed HDPE and PET containers sold in North America. The Company markets its plastic containers in most areas of North America through a direct sales force and through a large network of distributors. More than 70% of the Company's plastic containers are sold for health and personal care products, such as hair care, oral care, pharmaceutical and other health care applications. The Company's customers in these product segments include Helene Curtis Inc., Procter & Gamble Co., Avon Products, Inc., Jergens Inc., Warner-Lambert Company and Pfizer Inc. The Company also manufacturers plastic containers for food and beverage products, such as salad dressings, mustard, mayonnaise, coffee and premium bottled water. Customers in these product segments include Procter & Gamble Co., Kraft General Foods Inc. and General Mills, Inc.
As part of its marketing strategy, the Company has arrangements to sell some of its plastic products to distributors, which in turn sell such products primarily to small-size regional customers. Plastic containers sold to distributors are manufactured by using generic molds with decoration, color and neck finishes added to meet the distributors' individual requirements. The distributors' warehouses and their sales personnel enable the Company to market and inventory a wide range of such products to a variety of customers.
Plastics has written purchase orders or contracts for containers with the majority of its customers. In general, these purchase orders and contracts are for containers made from proprietary molds and are for a duration of 2 to 5 years.
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, 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' products.
Because of the high cost of transporting empty containers, the Company generally sells to customers within a 300 mile radius of its manufacturing plants. Strategically located existing plants give the Company
an advantage over competitors from other areas, and the Company would be disadvantaged by the loss or relocation of a major customer. As of February 28, 1995, the Company operated 34 manufacturing facilities, geographically dispersed throughout the United States and Canada, that serve the distribution needs of its customers.
Metal Container Business
Management believes that the metal food containers segment is mature. Some self-manufacturers have sold or closed can manufacturing operations and entered into long-term supply agreements with the new owners or with commercial can manufacturers. Of the commercial metal can manufacturers, American National Can Company, Crown Cork and Seal Company, Inc. and Ball Corporation are the Company's most significant competitors.
Although metal containers face continued competition from plastic, paper and composite containers, management believes that metal containers are superior to plastic and paper containers in applications where the contents are processed at high temperatures, where the contents are packaged in large or institutional quantities (14 to 64 oz.) or where long-term storage of the product is desirable. Such applications include canned vegetables, fruits, meats and pet foods. These sectors are the principal areas for which the Company manufactures its products.
Plastic Container Business
Plastics competes with a number of large national producers of health, personal care, food, beverage, pharmaceutical and household chemical plastic container products, including Owens-Brockway Plastics Products, a division of Owens-Illinois, Inc., Constar Plastics Inc., a subsidiary of Crown Cork and Seal Company, Inc., Johnson Controls Inc., Continental Plastics Inc. and Plastipak Packaging Inc. In order to compete effectively in the constantly changing market for plastic bottles, the Company must remain current with, and to some extent anticipate innovations in, resin composition and applications and changes in the manufacturing of plastic bottles.
Employees
As of December 31, 1994, the Company employed approximately 670 salaried and 3,330 hourly employees on a full time basis. Approximately 63% of the Company's hourly plant employees are represented by one of the following unions: (i) Sheet Metal Workers International Association, (ii) International Association of Machinists and Aerospace Workers, (iii) The International Brotherhood of Teamsters, (iv) The United Steel Workers of America, (v) Industrial, Technical & Professional Employees Union, (vi) The Glass, Molders, Pottery, Plastics and Allied Workers International Union, (vii) The United Rubber, Cork and Plastic Workers of America and (viii) Oil, Chemical & Atomic Workers International Union.
The Company's labor contracts expire at various times between 1995 and 1999. Contracts covering approximately 22% of the Company's hourly employees presently expire during 1995. The Company expects no significant changes in its relations with these unions. Management believes that its relationship with its employees is good.
Regulation
The Company is subject to federal, state and local environmental laws and regulations. In general, these laws and regulations limit the discharge of pollutants into the air and water and establish standards for the treatment, storage, and disposal of solid and hazardous waste. The Company believes that all of its facilities
are either in compliance in all material respects with all presently applicable environmental laws and regulations or are operating in accordance with appropriate variances, delayed compliance orders or similar arrangements.
In addition to costs associated with regulatory compliance, the Company may be held liable for alleged environmental damage associated with the past disposal of hazardous substances. Generators of hazardous substances disposed of at sites at which environmental problems are alleged to exist, as well as the owners of those sites and certain other classes of persons, are subject to claims under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") regardless of fault or the legality of the original disposal. Liability under CERCLA and under many similar state statutes is joint and several, and, therefore, any responsible party may be held liable for the entire cleanup cost at a particular site. Other state statutes may impose proportionate rather than joint and several liability. The federal Environmental Protection Agency or a state agency may also issue orders requiring responsible parties to undertake removal or remedial actions at certain sites. Pursuant to the agreement relating to the acquisition in 1987 of Nestle Can, the Company has assumed liability for the past waste disposal practices of Nestle Can. The Company has received notice that it is one of many potentially responsible parties (or similarly designated parties) for cleanup of hazardous waste at a site to which it (or its predecessor Nestle Can) is alleged to have shipped such waste and at which the Company's share of cleanup costs could exceed $100,000. See "Legal Proceedings."
Pursuant to the agreement relating to the acquisition in 1987 from Monsanto Company ("Monsanto") of substantially all of the business and related fixed assets and inventory of Monsanto's plastic containers business ("Monsanto Plastic Containers"), Monsanto has agreed to indemnify the Company for substantially all of the costs attributable to the past waste disposal practices of Monsanto Plastic Containers. In connection with the acquisition from Del Monte of substantially all of the fixed assets and working capital of its container manufacturing business in the United States ("DM Can"), Del Monte has agreed to indemnify the Company for a period of three years for substantially all of the costs attributable to any noncompliance by DM Can with any environmental law prior to the closing, including all of the costs attributable to the past waste disposal practices of DM Can.
The Company is subject to the Occupational Safety and Health Act and other laws regulating noise exposure levels in the production areas of its plants.
Management does not believe that any of the matters described above individually or in the aggregate will have a material effect on the Company's capital expenditures, earnings, financial position or competitive position.
Research and Technology
Metal Container Business
The Company's research, product development and product engineering efforts relating to its metal containers are conducted at its research center at Oconomowoc, Wisconsin and at other plant locations.
Plastic Container Business
The Company's research, product development and product engineering efforts with respect to its plastic containers are currently performed by its manufacturing and engineering personnel located at its Norcross, Georgia facility. In addition to its own research and development staff, the Company participates in arrangements with four non-U.S. plastic container manufacturers that call for an exchange of technology among these manufacturers. Pursuant to these arrangements, the Company licenses its blow molding technology to such manufacturers.
Company History
The Company was organized in August 1987 as a holding company to acquire interests in various packaging manufacturers. On August 31, 1987, the Company, through Containers, purchased from Nestle the business and related assets and working capital of Nestle Can for approximately $151 million in cash and the assumption of substantially all of the liabilities of Nestle Can. Also on August 31, 1987, the Company, through Plastics, purchased from Monsanto substantially all the business and related fixed assets and inventory of Monsanto Plastic Containers for approximately $43 million in cash and the assumption of certain liabilities of Monsanto Plastic Containers. To finance these acquisitions and to pay related fees and expenses, the Company issued common stock, preferred stock and senior subordinated notes and borrowed amounts under its credit agreement.
During 1988, Containers acquired from The Dial Corporation its metal container manufacturing division known as the Fort Madison Can Company ("Fort Madison"), and from Nestle its carton manufacturing division known as the Seaboard Carton Division ("Seaboard").
During 1989, Plastics acquired Aim Packaging, Inc. ("Aim") and Fortune Plastics, Inc. ("Fortune") in the United States, and Express Plastic Containers Limited ("Express") in Canada, to improve its competitive position in the HDPE container segment.
Holdings was organized in April 1989 as a holding company to acquire all of the outstanding common stock of the Company. On June 30, 1989, Silgan Acquisition, Inc. ("Acquisition"), a wholly owned subsidiary of Holdings, merged with and into the Company, and the Company became a wholly owned subsidiary of Holdings (the "1989 Mergers").
In 1989, the Company acquired the business and related assets of Amoco Container Company ("Amoco Container"). In November 1991, Plastics sold its nonstrategic PET carbonated beverage bottle business (the "PET Beverage Sale"), exiting that commodity business.
In 1992, Silgan and Holdings refinanced a substantial portion of their indebtedness (the "Refinancing") pursuant to a plan to improve their financial flexibility. The Refinancing included the following: (i) the public offering in June 1992 by Silgan of $135 million principal amount of its 11-3/4% Senior Subordinated Notes due 2002 (the "11-3/4% Notes"); (ii) the private placement in June 1992 by Silgan of $50 million principal amount of its Senior Secured Floating Rate Notes due 1997 (the "Secured Notes") with certain institutional investors; (iii) the public offering in June 1992 by Holdings of its 13-1/4% Senior Discount Debentures due 2002 (the "Discount Debentures") for an aggregate amount of proceeds of $165.4 million; (iv) the amendment of the Amended and Restated Credit Agreement, dated as of August 31, 1987, as amended (the "Amended and Restated Credit Agreement") among Silgan and certain of its subsidiaries, the lenders named therein and Bankers Trust Company ("Bankers Trust"), as agent, followed by the prepayment in June 1992 by Silgan of $30 million of term loans and the borrowing by Silgan of approximately $17 million of working capital loans under the Amended and Restated Credit Agreement; (v) the redemption (the "14% Notes Redemption") in August 1992 of all of the outstanding 14% Senior Subordinated Notes due 1997 of Silgan; (vi) the redemption (the "Preferred Stock Redemption") in August 1992 of all of the outstanding 15% Cumulative Exchangeable Redeemable Preferred Stock of Silgan; (vii) the repayment by Silgan of a $25.2 million advance from Holdings and the payment to Holdings of a $15.7 million dividend; (viii) the payment by Holdings in cash of $15.3 million of interest payable on July 1, 1992 on its Senior Reset Debentures due 2004 (the "Holdings Reset Debentures"); (ix) the redemption by Holdings in July 1992 of all of the outstanding Holdings Reset Debentures (the "Holdings Reset Debentures Redemption;" together with the "14% Notes Redemption" and the "Preferred Stock Redemption" being sometimes herein referred to as the "Redemptions"); and (x) the payment of
transaction fees and expenses relating to the Refinancing. Additionally, in June 1992 Aim, Fortune and certain other subsidiaries of Plastics were merged into Plastics.
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 for a purchase price of approximately $73 million and the assumption of certain limited liabilities. To finance the acquisition, (i) Silgan, Containers and Plastics (collectively, the "Borrowers") entered into a credit agreement, dated as of December 21, 1993 (the "Credit Agreement") with the lenders from time to time party thereto (the "Banks"), Bank of America National Trust and Savings Association ("Bank of America"), as Co-Agent, and Bankers Trust, as Agent, and (ii) Holdings issued and sold to Mellon Bank, N.A., as trustee for First Plaza Group Trust, a group trust established under the laws of the State of New York ("First Plaza"), 250,000 shares of its Class B Common Stock, par value $.01 per share (the "Holdings Stock"), for a purchase price of $60.00 per share and an aggregate purchase price of $15 million. Additionally, Silgan, Containers and Plastics borrowed term and working capital loans under the Credit Agreement to refinance and repay in full all amounts owing under the Amended and Restated Credit Agreement.
Item 2.
Item 2. Properties
Silgan's and Holdings' principal executive offices are located at 4 Landmark Square, Stamford, Connecticut 06901. The administrative headquarters and principal places of business for Containers and Plastics are located at 21800 Oxnard Street, Woodland Hills, California 91367 and 14515 N. Outer Forty, Chesterfield, Missouri 63017, respectively. All of these offices are leased by the Company.
The Company owns and leases properties for use in the ordinary course of business. Such properties consist primarily of 21 metal container manufacturing facilities, 12 plastic container manufacturing facilities and one paper container manufacturing facility. Seventeen of these facilities are owned and 17 are leased by the Company. The leases expire at various times through 2020. Some of these leases provide renewal options.
Below is a list of the Company's operating facilities, including attached warehouses, as of February 28, 1995 for its metal container business:
Approximate Building Area Location (square feet) -------- ----------------- Kingsburgh, CA 37,783 (leased) Modesto, CA 35,585 (leased) Oakland, CA 173,780 (leased) Riverbank, CA 167,000 Stockton, CA 243,500 Stockton, CA 71,785 (leased) Broadview, IL 85,000 Rochelle, IL 175,000 Ft. Dodge, IA 49,500 (leased) Fort Madison, IA 66,000 Mt. Vernon, MO 100,000 St. Joseph, MO 173,725 Hillsboro, OR 47,000 Cambridge Springs, PA 55,000 Crystal City, TX 26,045 (leased) Smithfield, UT 105,000 Toppenish, WA 98,000 Menomonee Falls, WI 116,000 Menomonie, WI 60,000 (leased) Oconomowoc, WI 105,200 Plover, WI 44,495 (leased) Waupun, WI 212,000
Below is a list of the Company's operating facilities, including attached warehouses, as of February 28, 1995 for its plastic container business:
Approximate Building Area Location (square feet) -------- --------------- Anaheim, CA 127,000 (leased) Deep River, CT 140,000 Monroe, GA 117,000 Norcross, GA 59,000 (leased) Ligonier, IN 388,000 (leased) Seymour, IN 406,000 Franklin, KY 122,000 (leased) Louisville, KY 30,000 (leased) Port Clinton, OH 336,000 (leased) Langhorne, PA 156,000 (leased) Mississauga, Ontario 80,000 (leased) Mississauga, Ontario 60,000 (leased)
The Company owns and leases certain other warehouse facilities that are detached from its manufacturing facilities. In addition, the Company owns two other properties that it is not currently using and intends to sell. All of the Company's facilities are subject to liens in favor of the Banks.
The Company believes that its plants, warehouses and other facilities are in good operating condition, adequately maintained, and suitable to meet its present needs and future plans. The Company believes that it has sufficient capacity to satisfy the demand for its products in the foreseeable future. To the extent that the Company needs additional capacity, management believes that the Company can convert certain facilities to continuous operation or make the appropriate capital expenditures to increase capacity.
Item 3.
Item 3. Legal Proceedings
Complaints and Appraisal Petition Arising Out of the 1989 Mergers. Contemporaneous with the merger of Silgan into a subsidiary of Holdings in June 1989, certain holders of 1,050,000 shares of Silgan Class B common stock filed two actions in the Court of Chancery of the State of Delaware (the "Chancery Court") alleging that Silgan and certain affiliates, officers and directors breached fiduciary duties in implementing the 1989 Mergers. One of the actions was voluntarily dismissed without prejudice of the right to reinstate the action upon the conclusion of the appraisal proceeding described below. The second action was dismissed following settlement.
In 1989, the same Silgan stockholders also sought appraisal of the value of their shares of Class B common stock pursuant to Section 262 of the Delaware General Corporation Law. Following discovery, and settlement with the holders of 650,000 shares of Class B common stock, trial of the appraisal with respect to the remaining 400,000 shares of Class B common stock was conducted during the week of November 28, 1994. Post-trial briefing is scheduled to be completed on April 17, 1995.
Management believes that the consideration offered in the 1989 Mergers fully reflected the value of Silgan's Class B common stock and that the ultimate resolution of the appraisal proceeding will not have a material effect on the financial condition or results of operations of the Company or Holdings.
Katell/Desert Complaint. On November 6, 1991, Gerald L. Katell ("Katell") and Desert Equities, Inc. ("Desert"), who are limited partners of The Morgan Stanley Leveraged Equity Fund, L.P. ("MSLEF"), filed a consolidated complaint in the Chancery Court (the "Katell/Desert Complaint") against a number of defendants, including Holdings and Silgan. (The plaintiffs previously had filed similar complaints in the New York Supreme Court, but the complaints were dismissed on the grounds that, in the interests of substantial justice, the actions should be heard in the courts of Delaware.) The plaintiffs allege, among other things, that the general partners of MSLEF breached duties owed to the limited partners by selling MSLEF's investment in Silgan at a grossly inadequate price. Holdings and Silgan are named as defendants in Court III of such amended complaint, which charges them with aiding and abetting breaches of fiduciary duty by MSLEF and the general partners. The plaintiffs claim damages in the amount of $4.67 million.
After full briefing and oral argument on a motion by defendants to dismiss the amended complaint filed by plaintiffs, the court dismissed all claims against Holdings and Silgan by memorandum opinion and order dated January 14, 1993. The court denied plaintiffs' motion to reargue the dismissal by order dated March 29, 1993. Because the Katell/Desert Complaint continues against certain other defendants, the plaintiffs' right to appeal the dismissal of the claims against Silgan and Holdings has not yet expired.
Management believes that there is no factual basis for the allegations and claims contained in the Katell/Desert Complaint. Management also believes that the lawsuit is without merit and intends to defend the lawsuit vigorously. In addition, management believes that the ultimate resolution of these matters and the appraisal proceedings will not have a material effect on the financial condition or results of operations of the Company or Holdings.
Summer del Caribe. On October 17, 1989, the State of California, on behalf of the California Department of Health Services, filed a suit in the United States District Court for the Northern District of California against the owners and operators of a recycling facility operated by Summer del Caribe, Inc., Dale Summer and Lynn Rodich. The complaint also named 16 can manufacturing companies, including Silgan, that had sent small amounts of solder dross to the facility for recycling as "Responsible Parties" under the California Superfund statute. The Company is one of 16 defendant can companies participating in a steering committee. The steering committee has actively undertaken a feasibility study which was approved by the California Department of Toxic Substances in June 1994. The Company has agreed with the other can company defendants that Silgan's apportioned share of cleanup costs would be 6.72% of the total cost of cleanup. On March 14, 1995, the court approved the Consent Order settling the case and reaffirming Silgan's 6.72% apportioned share of the cleanup costs. Although the total cost of cleanup has not yet been determined, the Company understands that the State of California's current worst case estimate of total cleanup costs for all parties is $5.5 million. The steering committee believes that the cost to remediate will be less than one-half the government's estimate. Accordingly, the Company believes its maximum exposure is not greater than 6.72% of $3 million, or approximately $202,000.
Other. Other than the actions mentioned above, there are no other pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company, to which the Company is a party or to which any of its properties are subject.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.
The Company's common stock is not publicly traded on any market or exchange. All of the outstanding common stock of the Company is held by Holdings. Other than the payment of a $15.7 million dividend to Holdings in connection with the Refinancing in 1992 and the payment of $6.9 million to Holdings in 1994 to enable Holdings to make payments to former shareholders of Silgan in connection with the 1989 Mergers, the Company has not paid any dividends on its common stock. Unless certain financial tests are met, the Company is prohibited under the Credit Agreement from paying any dividends on its Common Stock. Also, the Secured Notes and the indenture relating to the 11-3/4% Notes limit, subject to certain exceptions, the Company's ability to pay dividends on its common stock. The Company does not intend to pay any dividends on its common stock in the foreseeable future, except for dividends to Holdings that the Company may pay to fund Holdings' consolidated federal and state tax obligations and, under limited circumstances as permitted by the Credit Agreement, the Secured Notes and the indenture in respect of the 11-3/4% Notes, certain other obligations of Holdings and, beginning no earlier than December 1996, in order to enable Holdings to pay interest on the Discount Debentures.
Item 6.
Item 6. Selected Financial Data.
Set forth below are selected historical consolidated financial data of the Company at December 31, 1994, 1993, 1992, 1991 and 1990 and for the periods then ended.
The selected historical consolidated financial data at December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994 (with the exception of employee data) was derived from the historical consolidated financial statements of the Company for such periods that were audited by Ernst & Young, independent auditors, whose report appears elsewhere in this Annual Report on Form 10-K. The selected consolidated historical financial data at December 31, 1992, 1991 and 1990 and for the years ended December 31, 1991 and 1990 were derived from the historical audited consolidated financial statements for such periods.
The selected historical consolidated financial data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and accompanying notes thereto included elsewhere in this Annual Report on Form 10-K.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The Company has focused on growth through acquisitions followed by investment in the acquired assets to gain production efficiencies and provide internal growth. Since the Company's inception in 1987, the metal food can business, which had sales of $647 million in 1994, has realized compound growth of 12% through both internal growth and acquisitions of food can businesses, including the acquisition of Del Monte's captive can manufacturing operations in December 1993. The Company believes that its investments have enabled it to achieve a low cost position in the food can segment. To contain costs, the Company closed two smaller, higher cost metal container facilities in 1992 and another smaller facility in early 1995. The Company believes that the addition of the Del Monte facilities has created further cost reduction opportunities through plant rationalization as well as line reconfiguration and production scheduling. The Company expects that these cost reduction opportunities, which began to be implemented in late 1994, will be fully realized by 1997. To enhance its competitive position, the Company has maintained a stable customer base by entering into multi-year supply arrangements with a majority of its metal food can customers. Such arrangements generally provide for pricing changes in accordance with cost change formulas, thereby reducing the Company's exposure to the volatility of raw material prices but also limiting the Company's ability to increase prices. The arrangement to supply substantially all of Del Monte's metal container requirements in the United States under the DM Supply Agreement extends to 2002 and the arrangement to supply a majority of Nestle's domestic metal container requirements under the Nestle Supply Agreements extends through 2001. The Company estimates that in excess of 80% of its 1995 metal container sales will be subject to long term contracts.
The plastic container business has grown from a sales base of $89 million in 1987 to $204 million in 1994. In 1989, the Company made four acquisitions of plastic container manufacturers to improve its competitive position in the plastic container segment. As a result of these acquisitions, the Company implemented an aggressive consolidation and rationalization program during the period from 1991 through 1993, closing three manufacturing facilities and consolidating the technical and administrative functions of its plastic container business. The full benefit of the consolidation and rationalization program was not realized until 1994. The Company is aggressively pursuing opportunities in custom designed PET and HDPE containers for which the market has been growing principally due to consumer preferences for plastic containers. The Company believes it has equipment and technical expertise to take advantage of these growth segments.
Summary results for the Company's two business segments, metal and plastic containers, for the calendar years 1994, 1993 and 1992 are provided below. See Note 13 of the Notes to Consolidated Financial Statements which are included elsewhere in this Annual Report on Form 10-K.
This discussion should be read in conjunction with the selected financial data, the historical statements of operations and the notes thereto included elsewhere in this Annual Report on Form 10-K.
Results of Operations
Year Ended December 31, 1994 Compared with Year Ended December 31, 1993.
Consolidated net sales increased $215.9 million, or 33.4%, to $861.4 million for the year ended December 31, 1994, as compared to $645.5 million for the same period in 1993. Approximately 81% of this increase related to sales to Del Monte pursuant to the DM Supply Agreement entered into by the Company on December 21, 1993 to supply substantially all of Del Monte's metal container requirements for a period of ten years. The remainder of this increase resulted principally from greater unit sales in both the metal container and plastic container businesses.
Net sales for the metal container business (including paper containers) were $657.1 million for the year ended December 31, 1994, an increase of $197.9 million (43.1%) over net sales for the metal container business of $459.2 million for the same period in 1993. Sales of metal containers increased $201.6 million primarily as a result of the DM Supply Agreement, which represented $174.7 million of this increase, an increase of $20.1 million (9.1%) in sales to all other customers and an increase of $6.8 million (3.2%) in sales to Nestle. Sales of metal containers increased principally from higher unit volume and reflected continued growth in sales of pet food containers, as well as greater sales to vegetable pack customers due to a larger than normal pack in 1994. Sales of paper containers included in the metal container segment declined $3.7 million to $9.6 million during 1994.
Net sales for the plastic container business of $204.3 million during the year ended December 31, 1994 increased $18.0 million, or 9.7%, over net sales of plastic containers of $186.3 million for the same period in 1993. The increase in net sales of plastic containers was attributable to increased unit sales to new and existing customers, particularly PET customers, and to a lesser extent, higher average sales prices due to the pass through of increased resin costs.
Cost of goods sold was 86.8% of consolidated net sales ($747.5 million) for the year ended December 31, 1994, a decrease of 1.7 percentage points as compared to 88.5% of consolidated net sales ($571.2 million) for the same period in 1993. The decrease in cost of goods sold as a percentage of consolidated net sales principally resulted from synergistic benefits resulting from the acquisition of DM Can, lower per unit manufacturing costs realized on higher sales and production volumes and improved manufacturing efficiencies in the plastic container business resulting from larger cost reduction and productivity investments in 1993.
Selling, general and administrative expenses as a percentage of consolidated net sales declined 0.5 percentage points to 4.4% of consolidated net sales ($38.0 million) for the year ended December 31, 1994, as compared to 4.9% ($31.8 million) for the same period in 1993. The decrease as a percentage of consolidated net sales resulted principally from a modest increase in selling, general and administrative functions relative to the increased sales associated with the acquisition of DM Can, offset in part by an increase of $1.3 million in benefits accrued under stock appreciation rights agreements.
Income from operations as a percentage of consolidated net sales increased 0.3 percentage points to 6.9% ($59.2 million) for the year ended December 31, 1994, compared with 6.6% ($42.5 million) for the same period in 1993. During 1994 the Company incurred a charge of $16.7 million to write-down certain properties held for sale to their net realizable value and to reduce the carrying value of certain technologically obsolete and inoperable equipment. Without giving effect to this nonrecurring charge, income from operations in
would have been 8.8% ($75.9 million), an increase of 2.2 percentage points as compared to 1993, and was principally attributable to the aforementioned improvement in gross margin.
Income from operations as a percentage of net sales for the metal container business (without giving effect to the $7.2 million charge to write-down the carrying value of certain assets) increased 1.0% to 10.2% ($67.0 million) during 1994 as compared to 1993, principally due to operating synergies realized from the acquisition of DM Can and lower per unit manufacturing costs incurred as a result of higher production volumes in 1994. Income from operations as a percentage of net sales attributable to the plastic container business (without giving effect to the $9.5 million charge to write-down the carrying value of certain assets) in 1994 was 4.6% ($9.4 million), as compared to 0.3% ($0.6 million) in 1993. The improved operating performance of the plastic container business resulted from production efficiencies realized as a result of rationalizations and capital investment made in prior periods, and lower unit manufacturing costs.
Interest expense increased by approximately $8.2 million to $36.1 million for the year ended December 31, 1994. This increase resulted from the incurrance of additional bank borrowings to finance the acquisition of DM Can and higher average bank borrowing rates.
The provision for income taxes for the years ended December 31, 1994 and 1993 provide for taxes as if the Company were a separate taxpayer in accordance with SFAS No. 109. As a result of a tax allocation agreement with Holdings, Silgan obtains a tax benefit for Holdings' tax losses. This benefit is reflected as a contribution to additional paid-in capital instead of a reduction in federal income tax expense.
As a result of the items discussed above, net income for the year ended December 31, 1994 was $12.1 million, $3.9 million greater than income before extraordinary charges and cumulative effect of changes in accounting principles for the year ended December 31, 1993 of $8.2 million.
In conjunction with the acquisition of DM Can in 1993, the Company incurred an extraordinary charge of $0.8 million for the early extinguishment of debt. Also, during 1993 the Company adopted SFAS No. 106, SFAS No. 109 and SFAS No. 112. The cumulative effect of these accounting changes, for years prior to 1993, was to decrease net income by $10.0 million. As a result of these charges the net loss for 1993 was $2.5 million.
Year Ended December 31, 1993 Compared with Year Ended December 31, 1992.
Consolidated net sales increased $15.5 million, or 2.5%, to $645.5 million for the year ended December 31, 1993, as compared to $630.0 million for the same period in 1992. This increase resulted from greater unit sales by the metal container business offset by a decline in sales volume of the plastic container business.
Net sales for the metal container business (including paper containers) were $459.2 million for the year ended December 31, 1993, an increase of $21.8 million (5.0%) over net sales for the metal container business of $437.4 million for the same period in 1992. Sales of metal containers increased 4.7% in 1993, primarily as a result of higher unit sales to non-vegetable pack customers and to a lesser extent the purchase of an additional manufacturing facility in May 1993, offset in part, by a decline in sales to Nestle due to reduced demand and lower unit sales to vegetable pack customers due to the extremely wet weather in the summer of 1993. Sales of paper containers included in the metal container segment increased $1.7 million to $13.3 million during 1993.
Net sales for the plastic container business of $186.3 million during the year ended December 31, 1993 were $6.3 million lower than net sales of plastic containers of $192.6 million for the same period in 1992. The
decrease in net sales of plastic containers was primarily attributable to lower unit sales to existing customers due to soft market conditions.
Cost of goods sold was 88.5% of consolidated net sales ($571.2 million) for the year ended December 31, 1993, as compared to 88.1% of consolidated net sales ($555.0 million) for the same period in 1992. The increase in cost of goods sold as a percentage of consolidated net sales principally resulted from higher per unit manufacturing costs incurred as a result of higher depreciation expense, lost margin on outsourced cans due to capacity constraints in early 1993, offset in part by improved manufacturing efficiency.
Selling, general and administrative expenses as a percentage of net sales declined 0.2 percentage points to 4.9% of consolidated net sales ($31.8 million) for the year ended December 31, 1993, as compared to 5.1% ($32.3 million) for the same period in 1992. The decrease in selling, general and administrative expenses as a percentage of consolidated net sales was principally attributable to the maintenance of a constant level of expenditures on a greater sales base.
Income from operations as a percentage of consolidated net sales was 6.6% ($42.5 million) for the year ended December 31, 1993, as compared to 6.8% ($42.8) for the same period in 1992. The decrease was principally attributable to the aforementioned decline in gross margin.
Income from operations as a percentage of net sales for the metal container business was 9.2% ($42.3 million) during 1993, as compared to 9.3% ($40.7 million) in 1992. Income from operations as a percentage of net sales attributable to the plastic container business was 0.3% ($0.6 million) during 1993, as compared to 1.2% ($2.3 million) in 1992. The decline in operating performance of the plastic container business resulted from production inefficiencies incurred as a result of plant consolidations and higher per unit manufacturing costs realized from reduced unit volume.
Interest expense increased by approximately $1.0 million to $27.9 million for the year ended December 31, 1993. The increase was due to additional indebtedness incurred by the Company as a result of the refinancing in June 1992 of the Company's debt and preferred stock and Holdings' debt, offset in part, by lower average borrowing rates.
The provision for income taxes for 1993 of $6.3 million reflects the adoption of SFAS No. 109 which requires the Company to provide for taxes as if it were a separate taxpayer. Prior to the adoption of SFAS No. 109, the Company determined its income tax provision on a separate company basis with the exception of certain matters covered under a tax allocation agreement with Holdings under which Silgan obtained a federal income tax benefit for Holdings' tax losses. For purposes of SFAS No. 109, the benefit of the tax allocation agreement is reflected as a contribution to additional paid-in capital instead of a reduction in federal income tax expense. For 1992, the provision for income taxes of $2.2 million was comprised of state and foreign components and recognized the benefit of certain deductions for federal income tax that were available to Holdings.
Income before the extraordinary charge and cumulative effect of changes in accounting principles for the year ended December 31, 1993 was $8.2 million, as compared to $13.7 million for the year ended December 31, 1992. The decline in income before the extraordinary charge and cumulative effects of changes in accounting principles was principally the result of the change in the financial reporting of income tax expense.
As a result of the refinancing of the Amended and Restated Credit Agreement in conjunction with the acquisition of DM Can and the refinancing in June 1992 of the Company's debt and preferred stock and Holdings' debt, the Company incurred extraordinary charges of $0.8 million and $9.1 million for the early extinguishment of debt in 1993 and 1992, respectively. During 1993 the Company adopted SFAS No. 106,
SFAS No. 109 and SFAS No. 112. The cumulative effect of these accounting changes was to decrease net income by $3.2 million, $6.0 million and $0.8 million, respectively.
Capital Resources and Liquidity
Silgan's liquidity requirements arise primarily from its obligations under the indebtedness incurred in connection with its acquisitions and the refinancing of such indebtedness, capital investment in new and existing equipment and the funding of Silgan's seasonal working capital needs. Historically, Silgan has met these liquidity requirements through cash flow generated from operating activities and working capital borrowings. As described below, beginning in December 1996 Silgan's liquidity requirements may also be affected by the interest associated with Holdings' indebtedness.
During 1994, cash generated from operations of $47.3 million along with working capital borrowings of $10.4 million were used to fund capital expenditures of $27.9 million (net of proceeds of $1.3 million), make mandatory debt repayments of $20.5 million, pay $6.9 million to former shareholders in partial settlement of outstanding litigation and increase cash balances by $2.4 million. In late 1994, the Company entered into a program to accelerate the purchase of certain raw materials prior to anticipated 1995 price increases. As a result, at December 31, 1994 inventories were approximately $14 million higher than the prior year. There was not a corresponding increase in trade payables, however, because the advance purchase of raw materials was paid for prior to year-end through additional working capital borrowings. The trade receivable balance increased at December 31, 1994 as compared to the prior year-end principally as a result of the DM Supply Agreement, which became effective on December 21, 1993.
On December 21, 1993 Silgan, Containers and Plastics entered into the Credit Agreement to finance the acquisition of DM Can and to refinance and repay in full all amounts owing under the Amended and Restated Credit Agreement. In conjunction therewith the Banks loaned the Company $60.0 million of A Term Loans, $80.0 million of B Term Loans and $29.8 million of working capital loans. 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. With these proceeds, the Company (i) repaid $41.5 million of term loans and $60.8 million of working capital loans under the Amended and Restated Credit Agreement; (ii) acquired from Del Monte substantially all the fixed assets and certain working capital of Del Monte's container manufacturing business for approximately $73 million; and (iii) paid fees and expenses of $8.9 million.
For 1993, the Company used cash generated from operations of $48.3 million and available cash balances of $2.5 million to fund capital expenditures of $42.5 million, repay working capital loans of $7.2 million (in addition to working capital loans which were repaid with proceeds from the Credit Agreement), and pay $1.1 million of term loans. During the year, the Company increased its annual amount of capital spending in order to reduce costs and to add incremental production capacity. The increase in inventory at December 31, 1993 as compared to the prior year principally resulted from the inventory acquired as part of the acquisition of DM Can.
To improve their financial flexibility, Silgan and Holdings completed the Refinancing in 1992. The Refinancing (i) lowered Holdings' consolidated average cost of indebtedness by retiring the 14% Notes and the Holdings Reset Debentures with new indebtedness bearing lower interest rates, (ii) improved Silgan's liquidity and ability to further repay its indebtedness by eliminating Silgan's obligation to pay cash dividends on the Preferred Stock through the Preferred Stock Redemption and by deferring for an additional two years (until December 1996) and reducing the cash interest requirements on Holdings' indebtedness, (iii) provided Holdings with additional financial flexibility by eliminating restrictions in the indenture relating to the 14% Notes on Silgan's ability to pay dividends to Holdings in order to fund interest payments on Holdings' indebtedness through the 14% Notes Redemption and (iv) extended the average length of maturity of Silgan's indebtedness
by issuing the 11-3/4% Notes and the Secured Notes to refinance $30 million of bank term loans and the 14% Notes.
In connection with the Refinancing, Silgan received $174.7 million in proceeds from the issuance of the Secured Notes and 11-3/4% Notes, net of debt issuance costs of $10.3 million. Silgan repaid a $25.2 million advance from Holdings and made a $15.7 million dividend payment to Holdings, for an aggregate payment of $40.9 million which was used by Holdings, together with the proceeds received from the sale of the Discount Debentures, to redeem the Holdings Reset Debentures. In addition, Silgan repaid $30 million of term loans under the Credit Agreement. On August 16, 1992, the Company paid $31.5 million to redeem the Preferred Stock. On August 28, 1992, the Company paid $89.3 million to redeem the 14% Notes. Approximately $17 million of working capital loans were borrowed to complete such redemptions.
In addition to the borrowing of working capital loans used to effect the Refinancing, Silgan borrowed working capital loans of $2.2 million during the year ended December 31, 1992 which, along with cash provided by operations during 1992 of $34.4 million, were used principally to fund capital expenditures of $23 million, to make bank term loan repayments of $10.2 million (in addition to the term loan repayment made in connection with the Refinancing), to pay cash dividends of $1.1 million on the Preferred Stock and to increase outstanding cash balances by $2.3 million.
Since a portion of the proceeds realized from the Credit Agreement on December 21, 1993 were used to repay working capital loans under the Amended and Restated Credit Agreement, the Company was able to reduce the amount of its commitment for working capital loans. Under the Credit Agreement, the commitment for working capital loans was reduced by $41 million to $70 million. As of December 31, 1994, the outstanding principal amount of working capital loans was $12.6 million and, subject to a borrowing base limitation and taking into account outstanding letters of credit, the unused portion of working capital commitments at such date was $51.9 million.
Because the Company sells metal containers used in vegetable and fruit processing, its sales are seasonal. As a result, a significant portion of the Company's revenues are generated in the first nine months of the year. As is common in the packaging industry, the Company must access working capital to build inventory and then carry accounts receivable for some customers beyond the end of the summer and fall packing season. Seasonal accounts are generally settled by year end. Due to the Company's seasonal requirements, the Company expects to incur short term indebtedness to finance its working capital requirements, and it is estimated that approximately $40 million of the working capital revolver, including letters of credit, will be utilized at its peak in July 1995.
In addition to its operating cash needs, the Company's cash requirements over the next several years are anticipated to consist primarily of (i) annual capital expenditures of $35 million to $40 million (approximately $15 million of which is nondiscretionary in each year), (ii) principal amortization payments of A Term Loans under the Credit Agreement of approximately $20 million in each of 1995 and 1996, (iii) expenditures of approximately $7 million associated with the rationalization of facilities related to the acquisition of DM Can, (iv) the scheduled maturity on September 15, 1996 of the working capital loans and $80 million of B Term Loans under the Credit Agreement, (v) payments by Silgan to Holdings to fund Holdings' semi-annual cash interest requirements of $18.2 million on the Discount Debentures commencing in December 1996, (vi) the scheduled maturity of the $50 million principal amount of the Secured Notes in 1997, (vii) the Company's interest requirements (including interest on working capital loans, the principal amount of which will vary depending upon seasonal requirements, the Secured Notes and bank term loans, all of which bear fluctuating rates of interest, and the 11-3/4% Notes) and (viii) payments of approximately $14 million for federal and state tax liabilities beginning in 1995 (assuming the redemption of the Discount Debentures at maturity) and increasing annually thereafter by approximately $2 million.
The Company is a wholly owned subsidiary of Holdings, a holding company with no significant assets or operations other than its investment in and advances to Silgan. Holdings is highly leveraged as a result of the indebtedness that it incurred in connection with the 1989 Mergers. See "Business-Company History." Holdings' principal liabilities are the Discount Debentures and its guaranty of the Credit Agreement. Because Holdings' indebtedness does not require payment of interest until December 1996 and because the Company has not in the past provided funds to Holdings to pay interest on Holdings' indebtedness, the Company's liquidity has not been, and until December 1996 is not expected to be, affected by Holdings' indebtedness.
Interest on the Discount Debentures is payable at a rate of 13-1/4% per annum from and after June 15, 1996, and commencing on December 15, 1996 semi-annual interest payments of $18.2 million will be required to be made thereon. Since Holdings' only asset is its investment in Silgan, its ability to pay interest on the Discount Debentures on and after December 15, 1996 (the date on which interest is first payable on the Discount Debentures) may depend upon its receipt of funds paid by dividend or otherwise loaned, advanced or transferred by Silgan to Holdings. While Silgan has no legal obligation to make such funds available, it is expected that Silgan will do so if it is permitted under the agreements to which it shall then be a party and if it then has sufficient funds available for such purpose. If sufficient funds to pay such interest are not generated by the operations of Silgan's subsidiaries, Silgan or Holdings may seek to borrow or otherwise finance the amount of such payments or refinance the Discount Debentures. Neither the Indenture for the 11-3/4% Notes nor the Secured Notes limits the ability of Silgan to pay cash dividends to Holdings in order to enable Holdings to pay interest on the Discount Debentures. The Credit Agreement presently prohibits Silgan from paying dividends or otherwise transferring funds to Holdings in order to service Holdings' indebtedness; however, the Credit Agreement matures on September 15, 1996, prior to the date on which interest or principal is payable on the Discount Debentures. Silgan expects to enter into a new credit facility to replace the Credit Agreement on or before September 15, 1996 on terms which would not limit the ability of Silgan to transfer funds to Holdings in order to enable Holdings to pay interest on the Discount Debentures. However, there can be no assurance that Silgan will be able to enter into a new credit facility on such terms. In such event, Silgan and Holdings would consider pursuing alternative arrangements, including possible equity and/or debt financings, to enable Holdings to meet its obligations. There can be no assurance that any such alternative, if pursued, would be accomplished or would enable Holdings to make timely payments of its obligations under the Discount Debentures. The funding requirements of Holdings to service its indebtedness (beginning in December 1996) will be met by Silgan through cash generated by operations or borrowings or by Holdings through refinancings of its existing indebtedness or additional debt or equity financings.
In addition to any financing effected as described above, Silgan and/or Holdings may consider refinancing all or any part of their respective indebtedness through other debt financings and/or equity financings, including a public offering of equity. Any such financings would depend upon the market conditions existing at the time and would have to be effected in compliance with Silgan's and/or Holdings', as the case may be, agreements in respect of their respective indebtedness.
The Discount Debentures represent "applicable high yield discount obligations" ("AHYDOs") within the meaning of Section 163(i) of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the tax deduction which would otherwise be available to Holdings in respect of the accretion of interest on the Discount Debentures during their noncash interest period ending June 15, 1996 ($109.6 million) has been and will continue to be deferred, which, in turn, will increase the taxable income of Holdings and reduce the after-tax cash flows of Holdings. However, as a result of Holdings' utilization of its net operating loss carryforward, which, as of December 31, 1994, amounts to approximately $75 million for regular federal income tax purposes, the effect of such deferral on the regular federal income taxes of Holdings has been and will continue to be mitigated until such net operating loss carryforward is fully utilized.
In 1993, Holdings became subject to alternative minimum tax ("AMT") and, due to the utilization of its AMT net operating loss carryforwards, incurred an AMT liability at a rate of 2%. In 1994, Holdings fully utilized its AMT loss carryforward. Accordingly, in 1995 and thereafter, Holdings will incur an AMT liability at a rate of 20% (or the applicable rate then in effect). The AMT paid is allowed (subject to certain limitations) as an indefinite credit carryover against Holdings' regular tax liability in the future when and if Holdings' regular tax liability exceeds the AMT liability.
The deferred accreted interest will not be deductible until the redemption, retirement or other repayment of the Discount Debentures (other than with stock or debt of Holdings or a related party). Until the deferred accreted interest is deductible, except to the extent the net operating loss carryforward is available, Holdings will realize taxable income sooner and in a greater amount than if the deferred accreted interest on the Discount Debentures were deductible as it accretes. Depending upon its tax position and financial condition and the benefit which may be available through the deduction of the deferred accreted interest, Holdings could decide in the future to refinance the Discount Debentures or a portion thereof prior to their stated maturity date. In such event, the full amount of the deferred accreted interest (applicable to the Discount Debentures retired) should be deductible under the carryback and carryforward rules under the Code unless the holders of the Discount Debentures receive stock or debt of Holdings or a related party in exchange for the Discount Debentures. No assurance can be given that Holdings will be able to refinance the Discount Debentures at such time; however, management believes that application of the AHYDO rules will not have a material adverse effect on Holdings' financial condition or ability to repay the Discount Debentures. In addition, the IRS has broad authority to issue regulations under the AHYDO rules with retroactive effect to prevent the avoidance of the purposes of those rules through agreements to borrow amounts due under a debt instrument or other arrangements, and thus these regulations, when issued, may affect the timing or availability of the tax deductions for original issue discount on the Discount Debentures.
Management believes that cash generated by operations and funds from working capital borrowings under the Credit Agreement will be sufficient to meet the Company's expected operating needs, planned capital expenditures and debt service requirements until the maturity of the working capital facility under the Credit Agreement on September 15, 1996. Management also believes that it will be able to replace the working capital facility under the Credit Agreement with another facility on or prior to September 15, 1996 on terms which will be acceptable to the Company. However, there can be no assurance that the Company will be able to replace its working capital facility. In such event, the Company could be required to consider alternative equity or debt financings in order to meet its cash needs. The ability of the Company to effect any such financing and the extent to which the Company may seek or be required to obtain additional financing will depend upon a variety of factors, including the future performance of the Company and its subsidiaries, which will be subject to prevailing economic conditions and to financial, business and other factors (including the state of the economy and the financial markets, demand for the products of the Company and its subsidiaries, costs of raw materials, legislative and regulatory changes and other factors beyond the control of the Company and its subsidiaries) affecting the business and operations of the Company and its subsidiaries as well as prevailing interest rates, actual amounts expended for capital expenditures and other corporate purposes and the timing and amount of debt prepayments or redemptions.
The Credit Agreement, the Secured Notes and the indentures relating to the 11-3/4% Notes and the Discount Debentures each contain restrictive covenants that, among other things, limit the Company's ability to incur debt, sell assets and engage in certain transactions. Management does not expect these limitations to have a material effect on the Company's business or results of operations. The Company is in compliance with all financial and operating covenants contained in such financing agreements and believes that it will continue to be in compliance during 1995 with all such covenants.
Effect of Interest Rate Fluctuations and Inflation
Because the Company has indebtedness which bears interest at floating rates, the Company's financial results will be sensitive to changes in prevailing interest rates. To mitigate the effect of significant changes in interest rates, the Company may enter into interest rate hedge agreements (with counterparties that, in the Company's judgment, have sufficient creditworthiness) with respect to a portion of its floating rate indebtedness. At December 31, 1994, the Company was not a party to any interest rate hedge agreement.
Historically, inflation has not had a material effect on the Company, other than to increase its cost of borrowing. In general, the Company has been able to increase the sales prices of its products to reflect any increases in the prices of raw materials.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Item 14 below for a listing of financial statements and schedules included therein.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Directors and Executive Officers of the Company and Holdings
The current directors and executive officers of the Company and Holdings and their respective ages, positions and principal occupations, five-year employment history and other directorships held are furnished below:
Age at Five-Year Employment Name and Position March 15, History and Other Directorships 1995 Held ----------------- -------- -------------------------------
R. Philip Silver 52 Prior to forming S&H, Inc. ("S&H") Chairman of the Board and Co- in 1987, President of Continental Chief Executive Officer of Can Company from June 1983 to Holdings and Silgan since August 1986; consultant to March 1994; formerly packaging industry from August 1986 President of Holdings and to August 1987; Vice Chairman of Silgan; Director of Holdings the Board and Director of since April 1989 and of Sweetheart Holdings Inc. and Silgan since August 1987; Sweetheart Cup Company, Inc. from Chairman of the Board of September 1989 to January 1991; Plastics since March 1994; Chairman of the Board and Director Director of Containers and of Sweetheart Holdings Inc. and Plastics since August 1987. Sweetheart Cup Company, Inc. from January 1991 through August 1993; Director, Johnstown America Corporation.
D. Greg Horrigan 51 Prior to forming S&H in 1987, President and Co-Chief Executive Vice President and Executive Officer of Holdings Operating Officer of Continental and Silgan since March 1994; Can Company from 1984 to 1987; formerly Chairman of the Chairman of the Board and Director Board of Holdings and Silgan; of Sweetheart Holdings Inc. and Director of Holdings since Sweetheart Cup Company, Inc. from April 1989 and of Silgan September 1989 to January 1991; since August 1987; Chairman Vice Chairman of the Board and of the Board of Containers Director of Sweetheart Holdings since August 1987; Director Inc. and Sweetheart Cup Company, of Containers and Plastics Inc. from January 1991 through since August 1987. August 1993.
Age at Five-Year Employment Name and Position March 15, History and Other Directorships 1995 Held ----------------- -------- -------------------------------
James S. Hoch 34 Executive Director of Morgan Director of Silgan since Stanley & Co., Ltd. since 1994; January 1991; Vice President Principal of Morgan Stanley & Co. and Assistant Secretary of Incorporated since 1993; Vice Silgan since 1987; Director, President of Morgan Stanley & Co. Vice President and Assistant Incorporated from 1991 to 1993. Secretary of Holdings since Director of Sullivan January 1991; Director, Vice Communications, Inc., Sullivan President and Assistant Graphics, Inc. and Nokia Aluminium Secretary of Containers since Ox. January 1991; Director, Vice President and Assistant Secretary of Plastics since January 1991.
Robert H. Niehaus 39 Managing Director of Morgan Stanley Vice President, Assistant & Co. Incorporated since January 1, Secretary and Director of 1990; Principal of Morgan Stanley & Silgan since August 1987; Co. Incorporated from 1988 to Vice President, Assistant 1989. Vice President and Director Secretary and Director of of MSLEF II, Inc. since January Containers and Plastics since 1990; Vice Chairman of MSCP III August 1987; Vice President, since January 1994. Director of Assistant Secretary and American Italian Pasta Company, Director of Holdings since Fort Howard Corporation, PSF April 1989. Finance Holdings, Inc., Randall's Food Markets, Inc., Waterford Crystal Ltd. and Waterford Wedgewood UK plc.
Harley Rankin, Jr. 55 Prior to joining the Company, Executive Vice President and Senior Vice President and Chief Chief Financial Officer of Financial Officer of Armtek Silgan since January 1989; Corporation; prior to Armtek Treasurer of Silgan since Corporation, Vice President and January 1992; Vice President Chief Financial Officer of of Containers and Plastics Continental Can Company from since January 1989; Treasurer November 1984 to August 1986. Vice of Plastics since January President, Chief Financial Officer 1994; Executive Vice and Treasurer of Sweetheart President and Chief Financial Holdings Inc. and Vice President of Officer of Holdings since Sweetheart Cup Company, Inc. from April 1989; Treasurer of September 1989 to August 1993. Holdings since January 1992.
Age at Five-Year Employment Name and Position March 15, History and Other Directorships 1995 Held ----------------- -------- -------------------------------
Harold J. Rodriguez, Jr. 39 Employed by Ernst & Young from 1978 Vice President of Silgan and to 1987, last serving as Senior Holdings since March 1994; Manager specializing in taxation. Vice President of Containers Controller, Assistant Secretary and and Plastics since March Assistant Treasurer of Sweetheart 1994; Controller and Holdings Inc. and Assistant Assistant Treasurer of Silgan Secretary and Assistant Treasurer and Holdings since March of Sweetheart Cup Company, Inc. 1990; Assistant Controller from September 1989 to August 1993. and Assistant Treasurer of Holdings from April 1989 to March 1990; Assistant Controller and Assistant Treasurer of Silgan from October 1987 to March 1990.
Management of Metal Container Business
In addition to the persons listed under "--Directors and Executive Officers of the Company and Holdings" above, the following are the principal executive officers of Containers:
Age at Five-Year Employment Name and Position March 15, History and Other Directorships 1995 Held ----------------- -------- -------------------------------
James D. Beam 52 Vice President - Marketing & Sales of President and a non-voting Containers from September 1987 to Director of Containers July 1990; Vice President and General since July 1990. Manager of Continental Can Company, Western Food Can Division, from March 1986 to September 1987.
Gerald T. Wojdon 59 General Manager of Manufacturing of Vice President - the Can Division of The Carnation Operations and Assistant Company from August 1982 to August Secretary of Containers 1987. since September 1987.
Gary M. Hughes 52 Vice President, Sales and Marketing Vice President - Sales & of the Beverage Division of Marketing of Containers Continental Can Company from February since July 1990. 1988 to July 1990; prior to February 1988, was employed by Continental Can in various regional sales positions.
Age at Five-Year Employment Name and Position March 15, History and Other Directorships 1995 Held ----------------- -------- -------------------------------
Dennis Nerstad 57 Vice President of Containers from Vice President - December 1993 to June 1994. Vice Production Services of President - Distribution and Containers since July Container Manufacturing of Del Monte 1994. from August 1989 to December 1993; Director of Container Manufacturing of Del Monte from November 1983 to July 1989; prior to 1983, employed by Del Monte in various regional and plant positions.
Management of Plastic Container Business
In addition to the persons listed under "--Directors and Executive Officers of the Company and Holdings" above, the following are the principal executive officers of Plastics:
Age at March 15, Five-Year Employment Name and Position 1995 History and Positions ----------------- -------- ---------------------
Russell F. Gervais 51 President and Chief Executive President and non-voting Officer of Aim Packaging, Inc. Director of Plastics since from March 1984 to September December 1992; Vice President 1989. - Sales & Marketing of Plastics from September 1989 until December 1992.
Howard H. Cole 49 Manager of Personnel of Monsanto Vice President and Assistant Engineered Products Division of Secretary of Plastics since the Monsanto Company from April September 1987. 1986 to September 1987.
Charles Minarik 57 President of Wheaton Industries Vice President - Operations Plastics Group from February 1991 and Commercial Development of to August 1992; Vice President - Plastics since May 1993. Marketing of Constar International, Inc. from March 1983 to February 1991.
Age at March 15, Five-Year Employment Name and Position 1995 History and Positions ----------------- -------- ---------------------
Alan H. Koblin 43 Vice President of Churchill Vice President - Sales & Industries from 1990 to 1992. Marketing of Plastics since 1994, Director of Sales & Marketing of Plastics from 1992 to 1994.
Colleen J. Jones 35 Audit Manager, Arthur Young & Vice President - Finance and Company from July 1982 to July Chief Financial Officer of 1989. Plastics since January 1995, Assistant Secretary of Plastics since November 1993, Corporate Controller of Plastics from October 1993 to January 1995, Manager - Finance of Plastics from July 1989 to October 1993.
Item 11.
Item 11. Executive Compensation.
The following table sets forth information concerning the annual and long term compensation for services rendered in all capacities to the Company and its subsidiaries during the fiscal years ended December 31, 1994, 1993 and 1992 of those persons who at December 31, 1994 were (i) the Chief Executive Officer of the Company and (ii) the other four most highly compensated executive officers of the Company and its subsidiaries. No director of the Company or its subsidiaries receives any compensation for serving as a director of the Company or its subsidiaries. See "Certain Transactions - Management Agreements."
Pension Plans
The Company has established pension plans (the "Pension Plans") covering substantially all of the salaried employees of Containers and Plastics, respectively, including the executive officers (the "Containers Pension Plan" and the "Plastics Pension Plan," respectively). The Pension Plans are defined benefit plans intended to be qualified pension plans under Section 401(a) of the Code, under which pension costs are determined annually on an actuarial basis with contributions made accordingly.
Certain salaried employees of Containers, including Containers' executive officers, were covered by the Carnation Employees Plan Number Two for United States Employees (the "Carnation Pension Plan") immediately prior to the acquisition of Nestle Can. The Containers Pension Plan recognizes prior service under the Carnation Pension Plan for purposes of eligibility, vesting and benefit accrual. The benefits payable at retirement under, or upon vested termination from, the Containers Pension Plan are based on the benefit formula and all other factors then in effect under the Containers Pension Plan applied to all combined pension service. Such benefit shall be offset by the accrued benefit, if any, such employee is entitled to receive under the Carnation Pension Plan as of August 31, 1987. In connection with the acquisition of DM Can, employees of Del Monte that were employed by Containers are also covered by the Containers Pension Plan. Generally, the Containers Pension Plan credits such employees with their prior service with Del Monte for purposes of eligibility, vesting and benefit accrual.
The Containers Pension Plan was amended effective July 1, 1994 to eliminate mandatory employee contributions, and to substantially revise the benefit formula. The new formula is based on a percentage of the participant's average base pay over the final three years of employment, multiplied by the participant's years of service (not to exceed 35). The particular percentage applied in the formula depends on when the participant's services were performed and on whether the participant's average base salary exceeds "covered compensation" (the average of Social Security wage bases for the 35 years preceding retirement). For service performed through June 30, 1994, the percentage is 1.3% up to covered compensation, and 1.75% above covered compensation. For service performed after June 30, 1994, the percentage is .75% up to covered compensation, and 1.2% above covered compensation. In no event will a participant's benefit be less than the benefit accrued as of June 30, 1994 under the prior benefit formula. Average base pay used in the benefit formula consists of a participant's base salary exclusive of any bonus, overtime or other extra compensation. A participant becomes fully vested after five years of service or upon reaching age 55, if earlier.
The following table illustrates the estimated annual normal retirement benefits that are payable under the Containers Pension Plan based upon the final pay formula. Such benefit levels assume retirement at age 65, the years of service shown, continued existence of the Containers Pension Plan without substantial change and payment in the form of a single life annuity and includes benefits, if any, payable under the Carnation Pension Plan which will be paid by that plan.
Pursuant to Section 401(a)(17) of the Code, there is a limit on the amount of annual compensation which can be taken into account under the Containers Pension Plan. The dollar limit on compensation for 1993 was $235,840. The dollar limit on compensation for 1994 is $150,000. The dollar limit, where applicable, will reduce the amount of benefits payable to highly compensated participants in the Containers Pension Plan.
As of December 31, 1994, the years of credited service under the Containers Pension Plan for the eligible executive officer named in the Summary Compensation Table is as follows: James D. Beam, 7.
Certain salaried employees of Plastics, including Plastics' executive officers, were covered by the Monsanto Company Salaried Employees' Pension Plan (the "Monsanto Pension Plan") immediately prior to the acquisition of Monsanto Plastic Containers. The Plastics Pension Plan recognizes prior service under the Monsanto Pension Plan for purposes of eligibility, vesting and benefit accrual. The benefits payable at retirement under, or upon vested termination from, the Plastics Pension Plan are based on the benefit formula and all other factors then in effect under the Plastics Pension Plan applied to all combined pension service. Such benefit is offset by the accrued benefit, if any, such employee is entitled to receive under the Monsanto Pension Plan as of August 31, 1987.
Under the Plastics Pension Plan, pensions are based on the greatest of (i) years of benefit service multiplied by 1.4% of Average Earnings, which is defined as the greater of (a) average compensation received during the final 36 months of employment or (b) average compensation received during the highest three of the final five calendar years of employment; (ii) years of benefit service multiplied by 1.5% of Average Earnings less a 50% social security offset; or (iii) years of benefit service multiplied by $30.00. For employees hired between April 1, 1986 and September 1, 1987, the formula is the greater of (i) years of benefit service multiplied by 1.2% of Average Earnings; or (ii) years of benefit service multiplied by 1.5% of Average Earnings less a 50% social security offset. For employees hired after September 1, 1987, the formula is years of benefit service multiplied by 1.1% of Average Earnings. Average Earnings under the Plastics Pension Plan is a participant's total cash income before deduction for contributions, if any, to a plan pursuant to Section 401(k) of the Code or Section 125 of the Code less any moving expense allowance but, in no event, shall Average Earnings exceed 125% of base pay of the participant. A participant becomes fully vested after five years of service or attainment of Normal Retirement Age (as defined under the Plastics Pension Plan), if earlier.
The following table illustrates the estimated annual normal retirement benefits that are payable under the Plastics Pension Plan based upon the greater of 1.4% of Average Earnings, without reduction for social security or other offset amounts, or 1.5% of Average Earnings less a 50% social security offset. Such benefit levels assume retirement age at 65, the years of service shown, continued existence of the Plastics Pension Plan without substantial change and payment in the form of a single life annuity and includes benefits, if any, payable under the Monsanto Pension Plan which will be paid by that plan.
Pursuant to Section 401(a)(17) of the Code, there is a limit on the amount of annual compensation which can be taken into account under the Plastics Pension Plan. The dollar limit on compensation for 1993 was $235,840. The dollar limit on compensation for 1994 is $150,000. The dollar limit, where applicable, will reduce the amount of benefits payable to highly compensated participants in the Plastics Pension Plan.
As of December 31, 1994, the years of credited service under the Plastics Pension Plan for the eligible executive officer named in the Summary Compensation Table is as follows: Russell F. Gervais, 5.
Certain Employment Agreements
Certain executive officers and other key employees of Containers and Plastics (including Messrs. Beam and Gervais) have executed employment agreements. The initial term of each such employment agreement is generally three years from its effective date and is automatically extended for successive one year periods unless terminated pursuant to the terms of such agreement. Each such employment agreement provides for, among other things, a minimum severance benefit equal to base salary and benefits for, in most cases, a period of one year (or the remainder of the term of the agreement, if longer) (i) if the employee is terminated by his employer for any reason other than disability or for cause as specified in the agreement or (ii) if the employee voluntarily terminates employment due to a demotion and, in some cases, significant relocation, all as specified in the agreement.
The foregoing summaries of the various benefit plans and agreements of the Company are qualified by reference to such plans and agreements, copies of certain of which have been filed as exhibits to this Annual Report on Form 10-K.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Certain Beneficial Owners of the Company's Capital Stock
All of the outstanding shares of common stock of the Company, consisting of one share of Class A Common Stock, par value $.01 per share (the "Company Class A Stock"), and one share of Class B Common Stock, par value $.01 per share (the "Company Class B Stock"), are owned by Holdings. Holdings' address is 4 Landmark Square, Stamford, CT 06901.
Certain Beneficial Owners of Holdings' Capital Stock
The following table sets forth, as of March 15, 1995, certain information with respect to the beneficial ownership by certain persons and entities of outstanding shares of capital stock of Holdings:
See "Description of Holdings Common Stock" and "Description of the Holdings Organization Agreement" for additional information about the common stock of Holdings, the holders thereof and certain arrangements among them.
Description of Common Stock of the Company
Under the Company's Restated Certificate of Incorporation, the Company has authority to issue 1,000 shares of Company Class A Stock, 1,000 shares of Company Class B Stock and 1,000 shares of Class C Common Stock, par value $.01 per share (the "Company Class C Stock"). The Company currently has one share of Company Class A Stock and one share of Company Class B Stock outstanding, which shares were issued to Holdings on June 30, 1989 in conjunction with the effectiveness of the 1989 Mergers. No shares of Company Class C Stock are currently outstanding.
Description of Holdings Common Stock
Certain of the statements contained herein are summaries of the detailed provisions of the Restated Certificate of Incorporation of Holdings (the "Certificate of Incorporation") and are qualified in their entirety by reference to the Certificate of Incorporation, a copy of which is filed herewith.
Under the Certificate of Incorporation, Holdings has authority to issue 500,000 shares of Class A Common Stock, par value $.01 per share (the "Holdings Class A Stock"), 667,500 shares of Class B Common Stock, par value $.01 per share (the "Holdings Class B Stock"), and 1,000,000 shares of Class C Common Stock, par value $.01 per share (the "Holdings Class C Stock" and, together with the Holdings Class A Stock and Holdings Class B Stock, the "Holdings Common Stock"). Holdings has an aggregate of 1,135,000 shares of Holdings Common Stock outstanding as follows: (i) 417,500 shares of Holdings Class A Stock; (ii) 667,500 shares of Holdings Class B Stock; and (iii) 50,000 shares of Holdings Class C Stock. Except as described below, the rights, privileges and powers of Holdings Class A Stock and Holdings Class B Stock are identical, with each share of each class being entitled to one vote on all matters to come before the stockholders of Holdings.
Until the occurrence of a Change of Control (as defined in the Certificate of Incorporation and as described below), the affirmative vote of the holders of not less than a majority of the outstanding shares of Holdings Class A Stock and Holdings Class B Stock, voting as separate classes, shall be required for the approval of any matter to come before the stockholders of Holdings, except that (i) the holders of a majority of the outstanding shares of Holdings Class A Stock, voting as a separate class, have the sole right to vote for the election and removal of three directors (the directors elected by the holders of Holdings Class A Stock being referred to herein as "Class A Directors"); (ii) the holders of a majority of the outstanding shares of Holdings Class B Stock, voting as a separate class, have the sole right to vote for the election and removal of all directors other than the Class A Directors (the directors elected by the holders of Holdings Class B Stock being referred to herein as "Class B Directors"); and (iii) the vote of not less than a majority of the outstanding shares
of Holdings Class B Stock shall be required in certain circumstances set forth in the Certificate of Incorporation. The holders of Holdings Class C Stock have no voting rights except as provided by applicable law and except that such holders are entitled to vote as a separate class on certain amendments to the Certificate of Incorporation as provided therein. In the event Holdings sells shares of any class of its common stock to the public, the distinctions between Holdings Class A Stock and Holdings Class B Stock terminate, the powers, including voting powers, of Holdings Class A Stock and Holdings Class B Stock shall be identical upon compliance with certain provisions contained in the Certificate of Incorporation, and any Regulated Stockholder (generally defined to mean banks) will be entitled to convert all shares of Holdings Class C Stock held by such stockholder into the same number of shares of Holdings Class B Stock (or Holdings Class A Stock to the extent such Holdings Class C Stock was issued upon conversion of Holdings Class A Stock).
After a Change of Control, the affirmative vote of the holders of not less than a majority of the outstanding shares of Holdings Class A Stock and Holdings Class B Stock, voting together as a single class, will be required for the approval of any matter to come before the stockholders of Holdings, except that the provisions described in clauses (i) and (ii) in the preceding paragraph shall continue to apply from and after a Change of Control, and except as otherwise provided in the Certificate of Incorporation with respect to its amendment. Also, after a Change of Control, the number of Class B Directors will be increased to five.
In the event that a vacancy among the Class A Directors or the Class B Directors occurs at any time prior to the election of directors at the next scheduled annual meeting of stockholders, the vacancy shall be filled, in the case of the Class A Directors, by either (i) the vote of the holders of a majority of the outstanding shares of Holdings Class A Stock, at a special meeting of stockholders, or (ii) by written consent of the holders of a majority of the outstanding shares of Holdings Class A Stock, and, in the case of the Class B Directors, by either (i) the vote of the holders of a majority of the outstanding shares of Holdings Class B Stock at a special meeting or stockholders, or (ii) by written consent of the holders of a majority of the outstanding shares of the Holdings Class B Stock.
A "Change of Control" is defined in the Certificate of Incorporation to include the occurrence of any of the following events: (i) Messrs. Silver and Horrigan shall collectively own, directly or indirectly, less than one-half of the aggregate number of outstanding shares of Holdings Class A Stock owned by them directly or indirectly on June 30, 1989 on a common stock equivalent basis, or (ii) the acceleration of the indebtedness under the Credit Agreement or the Discount Debentures, as a result of the occurrence of an event of default thereunder relating to a payment default or a financial covenant event of default.
Description of the Holdings Organization Agreement
Concurrently with the issuance and sale to First Plaza of the Holdings Stock, Holdings, The Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF II"), Bankers Trust New York Corporation ("BTNY"), First Plaza and Messrs. R. Philip Silver and D. Greg Horrigan entered into the Amended and Restated Organization Agreement dated as of December 21, 1993 (the "Holdings Organization Agreement") that provides for the termination of the Organization Agreement dated as of June 30, 1989 by and among Holdings, MSLEF II, BTNY and Messrs. Silver and Horrigan (except for the indemnification provisions thereof, which provisions survive) and for the investment by First Plaza in Holdings and the relationships among the stockholders and between the stockholders and Holdings. Certain of the statements contained herein are summaries of the detailed provisions of the Holdings Organization Agreement and are qualified in their entirety by reference to the Holdings Organization Agreement.
The Holdings Organization Agreement prohibits the disposition of Holdings' common stock without the prior written consent of Messrs. Silver and Horrigan and MSLEF II, except for (i) dispositions to affiliates (which, in the case of First Plaza, includes any successor or underlying trust, and which, in the case of MSLEF
II, does not include any person which is not an Investment Entity (as defined below)), (ii) dispositions to certain family members of Messrs. Silver and Horrigan or trusts for the benefit of those family members, (iii) dispositions to certain parties at any time on or after June 30, 1994, subject to certain other rights of first refusal discussed below, (iv) the sale by First Plaza to Holdings of all of the Holdings Stock acquired by First Plaza on December 21, 1993, upon the exercise of Holdings' call option as described below, and (v) dispositions in connection with an initial public offering of the common stock of Holdings, as described below. Any transfer of Holdings' common stock (other than transfers described in clauses (iv) and (v) of the preceding sentence) will be void unless the transferee agrees in writing prior to the proposed transfer to be bound by the terms of the Holdings Organization Agreement.
Under the Holdings Organization Agreement, MSLEF II may effect a sale of stock to an Investment Entity (generally defined as any person who (i) is primarily engaged in the business of investing in securities of other companies and not taking an active role in the management or operations of such companies and (ii) does not permit the participation or involvement in any way in the business or affairs of Holdings of a person who is engaged in a business not described in clause (i)) or, in the event of certain defaults under the amended and restated management services agreement by and between S&H, a company wholly owned by Messrs. Silver and Horrigan, and Holdings (described below under "Description of Management Agreements"), to a third party, in each case, if it first offers such stock to: (a) Holdings, (b) the Group (defined generally to mean, collectively, Messrs. Silver and Horrigan and their respective affiliates and certain related family transferees and estates, with Mr. Silver and his affiliates and certain related family transferees and estates being deemed to be collectively one member of the Group, and Mr. Horrigan and his affiliates and certain related family transferees and estates being deemed to be collectively one member of the Group) and (c) BTNY, in each case on the same terms and conditions as the proposed sale to an Investment Entity or the proposed third party sale. In addition, in any such sale by MSLEF II, BTNY and First Plaza must be given the opportunity to sell the same percentage of its stock to such Investment Entity or third party. Each member of the Group may transfer shares of stock to a third party if such holder first offers such shares to: (a) the other member of the Group, (b) Holdings, (c) MSLEF II and (d) BTNY, in each case on the same terms and conditions as the proposed third party sale. BTNY may effect a sale of stock to a third party if it first offers such shares to: (a) Holdings, (b) MSLEF II and (c) the Group, in each case on the same terms and conditions as the proposed third party sale.
Under the Holdings Organization Agreement, either MSLEF II or the Group has the right to require a recapitalization transaction. A recapitalization transaction is defined as any transaction (such as a merger, consolidation, exchange of securities or liquidation) involving Holdings pursuant to which MSLEF II and the Group retain their proportionate ownership interest in the surviving entity if the following conditions are met: (i) the value of any securities of the surviving entity acquired or retained by the party not initiating the recapitalization transaction does not exceed 67% of the difference between (x) the value of such securities and any cash received by such party and (y) all taxes payable as a result of the transaction, (ii) if MSLEF II initiates the recapitalization transaction and will not own all the voting equity securities of the surviving entity not owned by the Group, the Group shall have the right to purchase such securities, (iii) if the Group initiates the recapitalization transaction and will not own all of the voting equity securities of the surviving entity, MSLEF II shall have the right to purchase such securities, and (iv) the majority in principal amount of the indebtedness incurred in connection with such transaction shall be held for at least one year by persons not affiliated with either MSLEF II or any member of the Group.
At any time prior to December 21, 1998, Holdings has the right and option to purchase from First Plaza, and First Plaza shall have the obligation to sell to Holdings, all (but not less than all) of the Holdings Stock for a price per share equal to the greater of (i) $120 per share and (ii) the purchase price necessary to yield on an annual basis a compound return on investment of forty percent (40%). The number of shares subject to such call and the call purchase price shall be proportionately adjusted to take into account any stock
dividend, stock split, combination of shares, subdivision or other recapitalization of the capital stock of Holdings.
The Holdings Organization Agreement provides that at any time after June 15, 1996, the holders of a majority of the issued and outstanding shares of Holdings Class A Stock and Holdings Class B Stock (considered together as a class) may by written notice to Holdings require Holdings to pursue the first public offering of Holdings' common stock pursuant to an effective registration statement (an "IPO") on the terms and conditions provided in the Holdings Organization Agreement. In addition to the portion of the IPO which shall consist of shares of Holdings' common stock to be sold by Holdings, the IPO may also include a secondary tranche consisting of shares of Holdings' common stock to be sold by stockholders of Holdings.
Pursuant to the provisions of the Holdings Organization Agreement, each of MSLEF II, BTNY, First Plaza and Messrs. Silver and Horrigan has agreed to take all action (including voting its shares of Holdings' common stock) to approve the adoption of the Restated Certificate of Incorporation of Holdings, as amended, the Amended and Restated By-laws of Holdings, and the Amended and Restated Management Services Agreement (the "Post-IPO Management Services Contract"), in each case substantially in the form agreed to pursuant to the Holdings Organization Agreement and in each case to become effective at the time an IPO is completed. The Post-IPO Management Services Contract provides, among other things, for the payment to S&H of management fees of $2.0 million annually plus reimbursement of expenses. See "Certain Relationships and Related Transactions -- Management Agreements" below.
Pursuant to the provisions of the Holdings Organization Agreement, MSLEF II has agreed that it will not vote its shares of Holdings Class B Stock in favor of any changes in the Certificate of Incorporation or Bylaws of Holdings which would adversely affect the rights of First Plaza, unless First Plaza has consented in writing to such change. In addition, so long as First Plaza shall hold not less than 18.73% of the issued and outstanding shares of Holdings Class B Stock, First Plaza shall have the right to nominate one of the Class B Directors to be elected at each annual meeting of stockholders in accordance with the provisions of the Certificate of Incorporation, and the holders of Holdings Class B Stock parties to the Holdings Organization Agreement have agreed to vote their shares of Holdings Class B Stock in favor of such nominee.
In addition, in the event that First Plaza, MSLEF II or BTNY shall purchase any shares of Holdings Class A Stock, such purchaser has agreed that it will vote such shares in accordance with the directions of the "holders of a majority of the shares of Class A Stock held by the Group" (defined generally to mean the holders of a majority of the aggregate of 417,500 shares of Holdings Class A Stock held by Messrs. Silver and Horrigan at December 21, 1993, which at the time of any such determination have been continuously and are held by the Group) until such time as a Change of Control has occurred. In the event that Messrs. Silver or Horrigan shall purchase any shares of Holdings Class B Stock, such purchaser agrees that it will vote such shares in accordance with the directions of MSLEF II, unless MSLEF II and First Plaza (together with their respective affiliates) shall hold directly or indirectly less than one-half of the aggregate number of shares of Holdings Class B Stock held by MSLEF II and First Plaza immediately following the issuance and sale of the Holdings Stock to First Plaza on December 21, 1993.
Pursuant to the terms of the Holdings Organization Agreement, Holdings entered into an amended and restated management services agreement with S&H, a corporation wholly owned by Messrs. Silver and Horrigan. See "Description of Management Agreements" below.
The Holdings Organization Agreement terminates upon the earlier of (i) the mutual agreement of the parties, (ii) such time as it becomes unlawful, (iii) the completion of an IPO, and (iv) June 30, 1999. The parties may agree to extend the term of the Holdings Organization Agreement.
Description of the Holdings Stockholders Agreement
Concurrently with the issuance and sale to First Plaza of the Holdings Stock, Holdings, MSLEF II, BTNY, First Plaza and Messrs. Silver and Horrigan entered into a Stockholders Agreement dated as of December 21, 1993 (the "Stockholders Agreement") that provides for certain prospective rights and obligations among the stockholders and between the stockholders and Holdings. The operative provisions of the Stockholders Agreement do not take effect until after the occurrence of an IPO, at which time the Holdings Organization Agreement will have terminated in accordance with its terms as described above under "Description of the Holdings Organization Agreement." Certain of the statements contained herein are summaries of the detailed provisions of the Stockholders Agreement and are qualified in their entirety by reference to the Stockholders Agreement.
The Stockholders Agreement provides that for a period of eight years after the IPO, each of MSLEF II and First Plaza shall have the right to demand two separate registrations of its shares of Holdings' common stock (equalling a total of four separate demand registrations); provided, however, that such demand right will terminate as to MSLEF II or First Plaza, as the case may be, at such time as MSLEF II or First Plaza, as the case may be, together with its affiliates, owns less than five percent of the issued and outstanding shares of Holdings' common stock at any time. If, at any time or from time to time for a period of eight years after the IPO, Holdings shall determine to register Holdings' common stock (other than in connection with certain nonunderwritten offerings), Holdings will offer each of MSLEF II, BTNY, First Plaza and Messrs. Silver and Horrigan the opportunity to register shares of Holdings' common stock it holds in a "piggyback registration."
The Stockholders Agreement prohibits the transfer prior to June 30, 1999 (or, in the case of any restriction applicable to First Plaza, December 21, 1998) by MSLEF II, First Plaza or Messrs. Silver or Horrigan of Holdings' common stock without the prior written consent of Messrs. Silver and Horrigan and MSLEF II, except for (i) transfers made in connection with a public offering or a Rule 144 Open Market Transaction (as defined in the Stockholders Agreement), (ii) transfers made to an affiliate, which, in the case of a transfer by First Plaza or MSLEF II to an affiliate, must be an Investment Entity (defined generally to be any person who is primarily engaged in the business of investing in securities of other companies and not taking an active role in the management or operations of such companies), (iii) transfers made to certain family members of Messrs. Silver and Horrigan or trusts for the benefit of those family members, (iv) certain transfers by First Plaza to a third party that comply with certain rights of first refusal of the Group and MSLEF II set forth in the Stockholders Agreement, (v) certain transfers by MSLEF II to an Investment Entity or, in the event of certain defaults under the amended and restated management services agreement between S&H and Holdings, to a third party, that comply with certain rights of first refusal of the Group set forth in the Stockholders Agreement, (vi) certain transfers by either member of the Group to a third party that comply with certain rights of first refusal of the other member of the Group and MSLEF II set forth in the Stockholders Agreement, and (vii) in the case of MSLEF II, a distribution of all or substantially all of the shares of Holdings' common stock then owned by MSLEF II to the partners of MSLEF II (a "MSLEF Distribution"). Notwithstanding the foregoing, MSLEF II may pledge its shares of Holdings' common stock to a lender or lenders reasonably acceptable to Holdings to secure a loan or loans to MSLEF II. In the event of any proposed foreclosure of such pledge, such shares will be subject to certain rights of first refusal of the Group set forth in the Stockholders Agreement.
The Stockholders Agreement provides that until December 21, 1998, for so long as MSLEF II and its affiliates (excluding the limited partners of MSLEF II who may acquire shares of Holdings' common stock from MSLEF II in a MSLEF Distribution) shall hold at least one-half of the number of shares of Holdings' common stock held by MSLEF II on December 21, 1993 (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of Holdings), the parties and their Restricted Voting Transferees (as defined in the Stockholders Agreement) shall use their
best efforts (including to vote any shares of Holdings' common stock owned or controlled by such person or otherwise) to cause the nomination and election of two (2) members of the Board of Directors of Holdings to be chosen by MSLEF II; provided, however, that each such nominee shall be (i) either an employee of Morgan Stanley whose primary responsibility is managing investments for MSLEF II (or a successor or related partnership) or (ii) a person reasonably acceptable to the Group not engaged in (as a director, officer, employee, agent or consultant or as a holder of more than five percent of the equity securities of) a business competitive with that of Holdings.
In addition, until December 21, 1998, for so long as the Group shall hold at least one-half of the number of shares of Holdings' common stock held by it in the aggregate on December 21, 1993 (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of Holdings), the parties and their Restricted Voting Transferees shall use their best efforts (including to vote any shares of Holdings' common stock owned or controlled by such person or otherwise) to cause the nomination and election of two (2) individuals nominated by the "holders of a majority of the shares of [c]ommon [s]tock held by the Group" (as such phrase is defined in the Stockholders Agreement) as members of the Board of Directors of Holdings; provided, however, that at least one (1) of such nominees shall be Mr. Silver or Mr. Horrigan and the other person, if not Mr. Silver or Mr. Horrigan, shall be a person reasonably acceptable to MSLEF II, so long as MSLEF II and its affiliates (other than any affiliate which is not an Investment Entity and excluding the limited partners of MSLEF II who may acquire shares of Holdings' common stock from MSLEF II in a MSLEF distribution) shall hold at least one-half of the number of shares of Holdings' common stock held by MSLEF II at the Closing Date (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of Holdings).
Subject to the terms of the preceding two paragraphs, for so long as the Group shall hold at least one-half of the number of shares of Holdings' common stock held by it in the aggregate at the Closing Date (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of Holdings), First Plaza and its Restricted Voting Transferees shall vote all shares of Holdings' common stock held by them in favor of any other directors standing for election to Holdings' Board of Directors for whom the holders of a majority of the shares of Holdings' common stock held by the Group shall direct First Plaza to vote.
The Stockholders Agreement further provides that until December 21, 1998, MSLEF II and its Restricted Voting Transferees shall vote all shares of Holdings' common stock held by them against any unsolicited merger, or sale of Holdings' business or its assets, if such transaction is opposed by the holders of a majority of the shares of common stock held by the Group, unless as of the applicable record date for such vote, the Group holds less than ninety percent (90%) of the number of shares of Holdings' common stock held by it in the aggregate at the Closing Date (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of Holdings). Until December 21, 1998, First Plaza and its Restricted Voting Transferees shall vote all shares of common stock held by them against any unsolicited merger, or sale of Holdings' business or its assets, if such transaction is opposed by the holders of a majority of the shares of common stock held by the Group; provided, however, that First Plaza and its Restricted Voting Transferees shall not be required to vote their shares of Holdings' common stock in accordance with the foregoing if (i) in connection with such merger or sale, (x) First Plaza and its Restricted Voting Transferees propose to sell or otherwise transfer all of their shares of Holdings' common stock to a third party for aggregate cash consideration of less than $10 million and (y) the Group and/or MSLEF II has not exercised their right of first refusal in respect of such sale or transfer by First Plaza or such right of first refusal in respect of the shares of Holdings' common stock held by First Plaza shall have terminated, or (ii) as of the applicable record date for such vote, the Group holds less than ninety percent (90%) of the number of shares of Holdings' common stock held by it in the aggregate at December 21,
(as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of Holdings).
Item 13.
Item 13. Certain Relationships and Related Transactions.
Management Agreements
Holdings, Silgan, Containers and Plastics each entered into an amended and restated management services agreement dated as of December 21, 1993 (collectively, the "Management Agreements") with S&H to replace in its entirety its existing management services agreement, as amended, with S&H. Pursuant to the Management Agreements, S&H provides Holdings, Silgan, Containers and Plastics and their respective subsidiaries with general management and administrative services (the "Services"). The Management Agreements provide for payments to S&H (i) on a monthly basis, of $5,000 plus an amount equal to 2.475% of consolidated earnings before depreciation, interest and taxes of Holdings and its subsidiaries ("Holdings EBDIT"), for such calendar month until Holdings EBDIT for the calendar year shall have reached an amount set forth in the Management Agreements for such calendar year (the "Scheduled Amount") and 1.65% of Holdings EBDIT for such calendar month to the extent that Holdings EBDIT for the calendar year shall have exceeded the Scheduled Amount but shall not have been greater than an amount (the "Maximum Amount") set forth in the Management Agreements (the "Monthly Management Fee") and (ii) on a quarterly basis, of an amount equal to 2.475% of Holdings EBDIT for such calendar quarter until Holdings EBDIT for the calendar year shall have reached the Scheduled Amount and 1.65% of Holdings EBDIT for such calendar quarter to the extent that Holdings EBDIT for the calendar year shall have exceeded the Scheduled Amount but shall not have been greater than the Maximum Amount (the "Quarterly Management Fee"). The Scheduled Amount was $71.5 million for the calendar year 1994 and increases by $6.0 million for each year thereafter. The Maximum Amount is $90.197 million for the calendar year 1994, $95.758 million for the calendar year 1995, $98.101 million for the calendar year 1996, $100.504 million for the calendar year 1997, $102.964 million for the calendar year 1998 and $105.488 million for the calendar year 1999. The Management Agreements provide that upon receipt by Silgan of a notice from Bankers Trust that certain events of default under the Credit Agreement have occurred, the Quarterly Management Fee shall continue to accrue, but shall not be paid to S&H until the fulfillment of certain conditions, as set forth in the Management Agreements.
The Management Agreements continue in effect until the earliest of: (i) the completion of an IPO; (ii) June 30, 1999; (iii) at the option of each of the respective companies, the failure or refusal of S&H to perform its obligations under the Management Agreements, if such failure continues unremedied for more than 60 days after written notice of its existence shall have been given; (iv) at the option of MSLEF II (a) if S&H or Holdings is declared insolvent or bankrupt or a voluntary bankruptcy petition is filed by either of them, (b) upon the occurrence of any of the following events with respect to S&H or Holdings if not cured, dismissed or stayed within 45 days: the filing of an involuntary petition in bankruptcy, the appointment of a trustee or receiver or the institution of a proceeding seeking a reorganization, arrangement, liquidation or dissolution, (c) if S&H or Holdings voluntarily seeks a reorganization or arrangement or makes an assignment for the benefit of creditors or (d) upon the death or permanent disability of both of Messrs. Silver and Horrigan; and (v) the occurrence of a Change of Control (as defined in the Restated Certificate of Incorporation of Holdings and as described under "Description of Holdings Common Stock" above).
In addition to the management fees described above, the Management Agreements provide for the payment to S&H on the closing date of the IPO of an amount, if any (the "Additional Amount") equal to the sum of the present values, calculated for each year or portion thereof, of (i) the amount of the annual management fee for such year or portion thereof that otherwise would have been payable to S&H for each such year or portion thereof for the period beginning as of the time of the IPO and ending on June 30, 1999 (the
"Remaining Term") pursuant to the provisions described in the preceding paragraph but for the occurrence of the IPO, minus (ii) the amount payable to S&H for the Remaining Term at the rate of $2.0 million per year. The Management Agreements further provide that the amounts described in clause (i) of the first sentence of this paragraph will be calculated based upon S&H's good faith projections of Holdings EBDIT for each such year (or portion thereof) during the Remaining Term (the "Estimated Fees"), which projections shall be made on a basis consistent with S&H's past projections. The difference between the amount of Estimated Fees for any particular year and $2 million shall be discounted to present value at the time of the IPO using a discount rate of eight percent (8%) per annum, compounded annually.
Additionally, the Management Agreements provide that Holdings, Silgan, Containers, Plastics and their respective subsidiaries shall reimburse S&H, on a monthly basis, for all out-of-pocket expenses paid by S&H in providing the Services, including fees and expenses to consultants, subcontractors and other third parties, in connection with such Services. All fees and expenses paid to S&H under each of the Management Agreements are credited against amounts paid to S&H under the other Management Agreements. Under the terms of the Management Agreements, Holdings, Silgan, Containers and Plastics have agreed, subject to certain exceptions, to indemnify S&H and its affiliates, officers, directors, employees, subcontractors, consultants or controlling persons against any losses, damages, costs and expenses they may sustain arising in connection with the Management Agreements.
The Management Agreements also provide that S&H may select a consultant, subcontractor or agent to provide the Services. S&H has retained Morgan Stanley to render financial advisory services to S&H. In connection with such retention, S&H has agreed to pay Morgan Stanley a fee equal to 9.1% of the fees paid to S&H under the Management Agreements.
The Credit Agreement does not permit the payment of fees under the Management Agreements above amounts provided for therein.
For the years ended December 31, 1994, 1993 and 1992, pursuant to the arrangements described above, S&H earned aggregate fees, including reimbursable expenses and fees payable to Morgan Stanley, of $5.0 million, $4.4 million and $4.2 million, respectively, from the Company, Holdings, Containers and Plastics, and during 1994, 1993 and 1992 Morgan Stanley earned fees of $383,000, $337,000 and $324,000, respectively.
Other
In connection with the 1989 Mergers, subject to the provisions of Delaware law, the Company agreed to indemnify each director, officer, employee, fiduciary and agent of the Company, Containers, Plastics and its subsidiaries and their respective affiliates against costs, expenses, judgments, fines, losses, claims, damages and settlements (except for any settlement effected without the Company's written consent) in connection with any claims, actions, suits, proceedings or investigations arising out of or related to the 1989 Mergers or their financing, including certain liabilities arising under the federal securities laws.
Simultaneously with the consummation of the 1989 Mergers, a tax allocation agreement was entered into by Holdings, the Company, Plastics and Containers that permits the Company and its subsidiaries to use the tax benefits provided by the debt of Holdings and permits funds to be provided to Holdings from the Company and its subsidiaries in an amount equal to the federal and state tax liabilities of Holdings, as the parent of the consolidated group consisting of Holdings, the Company and its Subsidiaries. Such tax allocation agreement has been amended and restated from time to time to include new members of the consolidated group.
In connection with the Amended and Restated Credit Agreement under the Refinancing, the lenders thereunder (including Bankers Trust) received certain fees amounting to $1.4 million. In connection with the Refinancing, Morgan Stanley received as compensation for its services as underwriter for the Notes Offering and Holdings Debentures Offering and as initial purchaser of the Secured Notes an aggregate of $11.5 million. In connection with the Credit Agreement entered into in December 1993, the Banks (including Bankers Trust) received certain fees amounting to $8.1 million.
G. William Sisley, Secretary of the Company and Holdings, is a partner in the law firm of Winthrop, Stimson, Putnam & Roberts. Winthrop, Stimson, Putnam & Roberts provides legal services to Holdings, the Company and the Company's subsidiaries.
PART IV
Item 14.
Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K.
(a)
Financial Statements:
SILGAN CORPORATION:
Report of Independent Auditors..........................................
Consolidated Balance Sheets at December 31, 1994 and 1993..........................................F-2
Consolidated Statements of Operations for the years ended December 31, 1994, 1993 and 1992..................................................F-3
Consolidated Statements of Common Stockholder's Equity for the years ended December 31, 1994, 1993 and 1992.....................................F-4
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992.....................................F-5
Notes to Consolidated Financial Statements...............................F-7
Schedules:
SILGAN CORPORATION:
I. Condensed Financial Information of Silgan Corporation: Condensed Balance Sheets at December 31, 1994 and 1993...........F-30 Condensed Statements of Operations for the years ended December 31, 1994, 1993 and 1992...................F-31 Condensed Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992...................F-32
II. Schedules of Valuation and Qualifying Accounts for the years ended December 31, 1994, 1993 and 1992...........F-33
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.
Exhibits:
Exhibit Number Description -------- -----------
3.1 Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1993, Commission File No. 1-11200).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3(ii) filed with the Company'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 the Company'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 the Company and Shawmut Bank, N.A., as Trustee, with respect to the 11-3/4% Notes (incorporated by reference to Exhibit 1 filed with the Company's Current Report on Form 8-K dated July 15, 1992, Commission File No. 33-46499).
4.2 Secured Notes Purchase Agreement dated as of June 29, 1992, between the Company and Morgan Stanley (incorporated by reference to Exhibit 2 filed with the Company's Current Report on Form 8-K dated July 15, 1992, Commission File No. 33-46499).
4.3 Indenture, dated as of June 29, 1992, between Holdings and The Connecticut National Bank, as trustee, with respect to the Holdings 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).
4.4 Form of the Company'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).
4.5 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).
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 the Company's Registration Statement on Form S-1, dated January 11, 1988, Registration Statement No. 33-18719).
Exhibit Number Description -------- -----------
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 the Company'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 the Company's Registration Statement on Form S- 1, dated January 11, 1988, Registration Statement No. 33-18719).
10.4 Asset Purchase Agreement, dated as of July 29, 1987, between Plastico Corporation (Plastics) and Monsanto Company (incorporated by reference to Exhibit 2(iv) filed with the Company'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 Plastico Corporation (Plastics) and Monsanto Company (incorporated by reference to Exhibit 2(v) filed with the Company'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 the Company's Current Report on Form 8-K, dated October 17, 1988).
10.7 Agreement for Purchase and Sale of Cartons, effective October 1, 1988, between Containers and Carnation Company (incorporated by reference to Exhibit 2 filed with the Company's Current Report on Form 8-K, dated October 17, 1988).
10.8 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 the Company's Current Report on Form 8-K, dated December 19, 1988).
10.9 Asset Purchase Agreement, dated as of November 7, 1988, between Containers and Dial (incorporated by reference to Exhibit 1 filed with the Company's Current Report on Form 8-K, dated December 19, 1988).
10.10 Amended and Restated Stock Purchase Agreement, dated as of January 1, 1989, among Aim, certain shareholders of Aim, and the Company (incorporated by reference to Exhibit 1 filed with the Company's Current Report on Form 8-K, dated March 15, 1989).
10.11 Assignment and Assumption, dated as of March 1, 1989, between the Company and InnoPak Plastics Corporation (Plastics) (incorporated by reference to Exhibit 2 filed with the Company's Current Report on Form 8-K, dated March 15, 1989).
Exhibit Number Description -------- -----------
10.12 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 the Company's Current Report on Form 8-K, dated April 14, 1989).
10.13 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 the Company's Current Report on Form 8-K, dated April 14, 1989).
10.14 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 the Company's Current Report on Form 8-K, dated April 14, 1989).
10.15 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 the Company's Current Report on Form 8- K, dated April 14, 1989).
10.16 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 the Company's Current Report on Form 8-K, dated April 14, 1989).
10.17 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 the Company's Current Report on Form 8-K, dated April 14, 1989).
10.18 Employment Agreement, dated as of September 14, 1987, between James Beam and Canaco Corporation (Containers) (incorporated by reference to Exhibit 10(vi) filed with the Company's Registration Statement on Form S-1, dated January 11, 1988, Registration Statement No. 33-18719).
10.19 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 the Company's Registration Statement on Form S-1, dated January 11, 1988, Registration Statement No. 33-18719).
10.20 Employment Agreement, dated as of September 1, 1989, between the Company, InnoPak Plastics Corporation (Plastics), Russell F. Gervais and Aim (incorporated by reference to Exhibit 5 filed with the Company's Report on Form 8-K, dated March 15, 1989).
10.21 Supply Agreement for Gridley, California effective August 31, 1987 (incorporated by reference to Exhibit 10(ix) filed with the Company'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).
10.22 Amendment to Supply Agreement for Gridley, California, dated July 1, 1990 (incorporated by reference to Exhibit 10.27 filed with the Company'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).
Exhibit Number Description -------- -----------
10.23 Supply Agreement for Gustine, California effective August 31, 1987 (incorporated by reference to Exhibit 10(x) filed with the Company'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).
10.24 Amendment to Supply Agreement for Gustine, California, dated March 1, 1990 (incorporated by reference to Exhibit 10.29 filed with the Company'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).
10.25 Supply Agreement for Hanford, California effective August 31, 1987 (incorporated by reference to Exhibit 10(xi) filed with the Company'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).
10.26 Amendment to Supply Agreement for Hanford, California, dated July 1, 1990 (incorporated by reference to Exhibit 10.31 filed with the Company'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).
10.27 Supply Agreement for Riverbank, California effective August 31, 1987 (incorporated by reference to Exhibit 10(xii) filed with the Company'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 Supply Agreement for Woodland, California effective August 31, 1987 (incorporated by reference to Exhibit 10(xiii) filed with the Company'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).
10.29 Amendment to Supply Agreement for Woodland, California, dated July 1, 1990 (incorporated by reference to Exhibit 10.34 filed with the Company'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).
10.30 Supply Agreement for Morton, Illinois, effective August 31, 1987 (incorporated by reference to Exhibit 10(vii) filed with the Company'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).
10.31 Amendment to Supply Agreement for Morton, Illinois, dated July 1, 1990 (incorporated by reference to Exhibit 10.36 filed with the Company'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).
10.32 Supply Agreement for Ft. Dodge, Iowa, effective August 31, 1987 (incorporated by reference to Exhibit 10(xiv) filed with the Company's Registration Statement on Form S-1,
Exhibit Number Description -------- -----------
dated January 11, 1988, Registration Statement No. 33-18719) (Portions of this Exhibit are subject to confidential treatment pursuant to order of the Commission).
10.33 Amendment to Supply Agreement for Ft. Dodge, Iowa, dated March 1, 1990 (incorporated by reference to Exhibit 10.38 filed with the Company'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).
10.34 Supply Agreement for Maysville, Kentucky, effective August 31, 1987 (incorporated by reference to Exhibit 10(xvi) filed with the Company'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).
10.35 Amendment to Supply Agreement for Maysville, Kentucky, dated March 1, 1990 (incorporated by reference to Exhibit 10.40 filed with the Company'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).
10.36 Supply Agreement for St. Joseph, Missouri, effective August 31, 1987 (incorporated by reference to Exhibit 10(xvii) filed with the Company'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).
10.37 Amendment to Supply Agreement for St. Joseph, Missouri, dated March 1, 1990 (incorporated by reference to Exhibit 10.42 filed with the Company'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).
10.38 Supply Agreement for Trenton, Missouri, effective August 31, 1987 (incorporated by reference to Exhibit 10(xviii) filed with the Company'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).
10.39 Amendment to Supply Agreement for Trenton, Missouri, dated March 1, 1990 (incorporated by reference to Exhibit 10.44 filed with the Company'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).
10.40 Supply Agreement for South Dayton, New York, effective August 31, 1987 (incorporated by reference to Exhibit 10(xix) filed with the Company'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).
10.41 Amendment to Supply Agreement for South Dayton, New York, dated March 1, 1990 (incorporated by reference to Exhibit 10.46 filed with the Company'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).
Exhibit Number Description -------- -----------
10.42 Supply Agreement for Statesville, North Carolina, effective August 31, 1987 (incorporated by reference to Exhibit 10(xx) filed with the Company'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).
10.43 Supply Agreement for Hillsboro, Oregon, effective August 31, 1987 (incorporated by reference to Exhibit 10(xxi) filed with the Company'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).
10.44 Amendment to Supply Agreement for Hillsboro, Oregon, dated March 1, 1990 (incorporated by reference to Exhibit 10.49 filed with the Company'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).
10.45 Supply Agreement for Moses Lake, Washington, effective August 31, 1987 (incorporated by reference to Exhibit 10(xxii) filed with the Company'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).
10.46 Amendment to Supply Agreement for Moses Lake, Washington, dated March 1, 1990 (incorporated by reference to Exhibit 10.51 filed with the Company'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).
10.47 Supply Agreement for Jefferson, Wisconsin, effective August 31, 1987 (incorporated by reference to Exhibit 10(xxiii) filed with the Company'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).
10.48 Amendment to Supply Agreement for Jefferson, Wisconsin, dated March 1, 1990 (incorporated by reference to Exhibit 10.53 filed with the Company'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).
10.49 Supply Agreement for Seaboard, effective October 1, 1988 (incorporated by reference to Exhibit 2 filed with the Company's Current Report on Form 8-K, dated October 17, 1988).
10.50 Supply Agreement for Fort Madison, dated as of December 3, 1988 (incorporated by reference to Exhibit 2 filed with the Company's Current Report on Form 8-K, dated December 19, 1988).
10.51 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 the Company'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).
Exhibit Number Description -------- -----------
10.52 Raw Materials Agreement, dated as of November 12, 1986, by and between Carnation and Alcoa (incorporated by reference to Exhibit 10(xxxix) filed with the Company's Registration Statement on Form S-1, dated September 14, 1988, Registration Statement No. 33- 18719).
10.53 Assignment of Raw Materials Agreement, dated as of August 31, 1987, by and between Carnation and Alcoa (incorporated by reference to Exhibit 10(xl) filed with the Company's Post- Effective Amendment No. 4 to its Registration Statement on Form S- 1, dated September 14, 1988, Registration No. 33-18719).
10.54 Amendment to Raw Materials Agreement, dated February 21, 1990, by and between Containers and Alcoa (incorporated by reference to Exhibit 10.52 filed with the Company'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).
10.55 InnoPak Plastics Corporation (Plastics) Pension Plan for Salaried Employees (incorporated by reference to Exhibit 10.32 filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1988, Commission File No. 33-18719).
10.56 Containers Pension Plan for Salaried Employees (incorporated by reference to Exhibit 10.34 filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1988, Commission File No. 33-18719).
10.57 Non-Competition Agreement, dated as of January 1, 1989, among the Company, Aim, and certain shareholders of Aim (incorporated by reference to Exhibit 4 filed with the Company's Current Report on Form 8-K, dated March 15, 1989).
10.58 Lease, dated as of August 31, 1987, between Monsanto and InnoPak Plastics Corporation (Plastics), concerning the land and plant in Anaheim, California (incorporated by reference to Exhibit 10(xxxi) filed with the Company's Post-Effective Amendment No. 4 to its Registration Statement on Form S-1, dated September 14, 1988, Registration No. 33-18719).
10.59 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).
10.60 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).
10.61 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).
10.62 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).
Exhibit Number Description -------- -----------
10.63 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).
10.64 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).
10.65 Agreement and Plan of Merger, dated as of April 28, 1989, among Holdings, Acquisition and the Company (incorporated by reference to Exhibit 2.6 to Holdings' Registration Statement on Form S-1, dated May 1, 1989, Registration No. 33-28409).
10.66 Lease between Containers and Riverbank Venture dated May 1, 1990 (incorporated by reference to Exhibit 10.99 filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 33-18719).
10.67 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 the Company's Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 33- 18719).
10.68 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 the Company's Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 33-18719).
10.69 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 the Company's Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 33-18719).
10.70 Containers Master Equipment Lease with Decimus Corporation, dated as of October 11, 1989 (incorporated by reference to Exhibit 10.103 filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1989, Commission File No. 33-18719).
10.71 Underwriting Agreement dated June 22, 1989 between Holdings and Morgan Stanley (incorporated by reference to Exhibit 1 filed with Amendment No. 4 to Holdings' Registration Statement on Form S-1, dated June 23, 1989, Registration Statement No. 33-28409).
10.72 Amended and Restated Tax Allocation Agreement by and among Holdings, the Company, 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 the Company's Registration Statement on Form S-1, dated August 20, 1990, Registration Statement No. 33- 18719).
10.73 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.
Exhibit Number Description -------- -----------
6 to the Company's Registration Statement on Form S-1, dated August 20, 1990, Registration Statement No. 33-18719).
10.74 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 the Company's Registration Statement on Form S-1, dated August 20, 1990, Registration Statement No. 33-18719).
10.75 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 the Company's Current Report on Form 8-K, dated July 1990).
10.76 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 the Company's Current Report on Form 8-K, dated December 2, 1991).
10.77 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 the Company's Current Report on Form 8-K, dated December 2, 1991).
10.78 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 the Company's Current Report on Form 8- K, dated December 2, 1991).
10.79 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 the Company's Current Report on Form 8-K, dated December 2, 1991).
10.80 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 the Company's Current Report on Form 8-K, dated December 2, 1991).
10.81 Containers Deferred Incentive Savings Plan (incorporated by reference to Exhibit 10.144 filed with the Company's Registration Statement on Form S-1, dated March 18, 1992, Registration Statement No. 33-46499).
10.82 Amended and Restated Pledge Agreement dated as of June 18, 1992, made by the Company (incorporated by reference to Exhibit 5 filed with the Company's Current Report on Form 8-K, dated July 15, 1992, Commission File No. 33-46499).
10.83 Amended and Restated Pledge Agreement dated as of June 18, 1992, made by Containers and Plastics (incorporated by reference to Exhibit 6 filed with the Company's Current Report on Form 8-K, dated July 15, 1992, Commission File No. 33-46499).
Exhibit Number Description -------- -----------
10.84 Amended and Restated Pledge Agreement dated as of June 18, 1992, made by Holdings (incorporated by reference to Exhibit 7 filed with the Company's Current Report on Form 8-K, dated July 15, 1992, Commission File No. 33-46499).
10.85 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 the Company's Current Report on Form 8-K, dated July 15, 1992, Commission File No. 33-46499).
10.86 Subsidiaries Guarantee, dated as of June 29, 1992, of Containers and Plastics (incorporated by reference to Exhibit 11 filed with the Company's Current Report on Form 8-K, dated July 15, 1992, Commission File No. 33-46499).
10.87 Underwriting Agreement, dated June 22, 1992, between the Company and Morgan Stanley with respect to the 11-3/4% Notes (incorporated by reference to Exhibit 3 filed with the Company's Current Report on Form 8-K, dated July 15, 1992, Commission File No. 33-46499).
10.88 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).
10.89 Form of Containers Nonstatutory Restricted Stock Option and Stock Appreciation Right Agreement (incorporated by reference to Exhibit 10.100 filed with Holdings' Annual Report on Form 10-K for the year ended December 31, 1992, Commission File No. 33-28409).
10.90 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).
10.91 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).
10.92 Silgan Holdings Inc. Second Amended and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.104 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).
10.93 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).
10.94 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).
Exhibit Number Description -------- -----------
10.95 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).
10.96 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).
10.97 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).
10.98 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).
10.99 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).
10.100 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).
10.101 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).
10.102 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).
10.103 Credit Agreement, dated as of December 21, 1993, among Silgan, Containers, Plastics, the lenders from time to time party thereto, Bank of America, as co-agent, and Bankers Trust, as agent (incorporated by reference to Exhibit 9 filed with Holdings' Current Report on Form 8-K, dated March 25, 1994, Commission File No. 33-28409).
10.104 Amended and Restated Holdings Guaranty, dated as of December 21, 1993, made by Holdings (incorporated by reference to Exhibit 10 filed with Holdings' Current Report on Form 8-K, dated March 25, 1994, Commission File No. 33-28409).
10.105 Amended and Restated Borrowers Guaranty, dated as of December 21, 1993, made by Silgan, Containers, Plastics and California- Washington Can Corporation (incorporated by reference to Exhibit 11 filed with Holdings' Current Report on Form 8-K, dated March 25, 1994, Commission File No. 33-28409).
Exhibit Number Description -------- -----------
10.106 Supply Agreement, dated as of September 3, 1993, between Containers and Del Monte (incorporated by reference to Exhibit 10.118 filed with the Company'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.)
10.107 Amendment to Supply Agreement, dated as of December 21, 1993, between Containers and Del Monte (incorporated by reference to Exhibit 10.119 filed with the Company'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.)
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 22 filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1993, Commission File No. 1-11200).
*27 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
____________________ *Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILGAN CORPORATION
Date: March 30, 1995 By /s/ R. Philip Silver -------------------- R. Philip Silver Chairman of the Board and Co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- -------- ----
Chairman of the Board and Co-Chief Executive Officer /s/ R. Philip Silver (Principal Executive Officer) March 30, 1995 -------------------- (R. Philip Silver)
President, Co-Chief Executive March 30, 1995 /s/ D. Greg Horrigan Officer and Director -------------------- (D. Greg Horrigan)
Vice President, Assistant /s/ James S. Hoch Secretary and Director March 30, 1995 ----------------- (James S. Hoch)
Vice President, Assistant /s/ Robert H. Niehaus Secretary and Director March 30, 1995 --------------------- (Robert H. Niehaus)
Signature Title Date --------- -------- ----
Executive Vice President, Chief Financial Officer and Treasurer /s/ Harley Rankin, Jr. (Principal Financial Officer) March 30, 1995 ---------------------- (Harley Rankin, Jr.)
Vice President, Controller and Assistant Treasurer /s/ Harold J. Rodriguez, Jr. (Principal Accounting Officer) March 30, 1995 ---------------------------- (Harold J. Rodriguez, Jr.)
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholder Silgan Corporation
We have audited the accompanying consolidated balance sheets of Silgan Corporation as of December 31, 1994 and 1993, and the related consolidated statements of operations, common stockholder's equity and cash flows for each of the three years in the period ended December 31, 1994. 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 Corporation at December 31, 1994 and 1993, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, 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 6 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.
Ernst & Young LLP
Stamford, CT March 17, 1995
SILGAN CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 1994 and 1993 (Dollars in thousands) ASSETS 1994 1993 Current assets: Cash and cash equivalents $ 2,665 $ 205 Accounts receivable, less allowances for doubtful accounts of $1,557 and $1,084 for 1994 and 1993, respectively 65,229 44,409 Inventories 122,429 108,653 Prepaid expenses and other current assets 8,044 3,562 Total current assets 198,367 156,829
Property, plant and equipment, at cost: Land 3,707 4,469 Buildings and improvements 51,665 56,087 Machinery and equipment 346,061 352,409 Construction in progress 18,124 19,894 419,557 432,859 Less accumulated depreciation and amortization (167,747) (142,464) Net property, plant and equipment 251,810 290,395
Goodwill, net of amortization 30,009 24,175 Other assets 20,491 20,665 $500,677 $492,064 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Trade accounts payable $ 36,845 $ 31,913 Accrued payroll and related costs 26,019 20,523 Accrued interest payable 1,713 783 Accrued expenses and other current liabilities 17,542 11,094 Bank working capital loans 12,600 2,200 Current portion of long-term debt 21,968 20,000 Total current liabilities 116,687 86,513
Long-term debt 282,568 305,000 Deferred income taxes 13,017 13,017 Other long-term liabilities 25,060 34,731
Stockholder's equity: Common stock ($0.01 par value per share; 3,000 shares authorized, 2 shares issued) - - Additional paid-in capital 69,535 64,135 Retained earnings (deficit) (6,190) (11,332) Total common stockholder's equity 63,345 52,803 $500,677 $492,064
See accompanying notes.
SILGAN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended December 31, 1994, 1993 and 1992 (Dollars in thousands)
1994 1993 1992
Net sales $861,374 $645,468 $630,039
Cost of goods sold 747,457 571,174 554,972
Gross profit 113,917 74,294 75,067
Selling, general and administrative expenses 37,993 31,821 32,274
Reduction in carrying value of assets 16,729 - -
Income from operations 59,195 42,473 42,793
Interest expense and other related financing costs 36,142 27,928 26,916
Income before income taxes 23,053 14,545 15,877
Income tax provision 11,000 6,300 2,200
Income before extraordinary charges and cumulative effects of changes in accounting principles 12,053 8,245 13,677
Extraordinary charges relating to early extinguishment of debt, net of taxes - (841) (9,075)
Cumulative effect of changes in accounting principles, net of taxes - (9,951) -
Net income (loss) 12,053 (2,547) 4,602
Preferred stock dividend requirements - - 2,745
Net income (loss) applicable to common stockholder $ 12,053 $ (2,547) $ 1,857
See accompanying notes.
SILGAN CORPORATION CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY For the years ended December 31, 1994, 1993 and 1992 (Dollars in thousands)
Total Additional Retained common Common paid-in Earnings stockholder's stock capital (deficit) equity
Balance at December 31, 1991 $ - $41,560 $ 5,082 $46,642
Preferred stock dividend requirements - - (2,745) (2,745)
Net income - - 4,602 4,602
Dividend to Parent - - (15,724) (15,724)
Balance at December 31, 1992 - 41,560 (8,785) 32,775
Capital contribution by Parent - 15,000 - 15,000
Tax benefit realized from Parent - 7,575 - 7,575
Net loss - - (2,547) (2,547)
Balance at December 31, 1993 - 64,135 (11,332) 52,803
Tax benefit realized from Parent - 5,400 - 5,400
Net income - - 12,053 12,053
Payments to former shareholders - - (6,911) (6,911)
Balance at December 31, 1994 $ - $69,535 $(6,190) $63,345
See accompanying notes.
SILGAN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 1994, 1993 and 1992 (Dollars in thousands)
1994 1993 1992
Cash flows from operating activities: Net income (loss) $ 12,053 $ (2,547) $ 4,602 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 35,392 31,607 29,538 Amortization 6,404 4,817 4,424 Reduction in carrying value of assets 16,729 - - Other items 792 (136) 1,215 Contribution by Parent for federal income tax provision 5,400 7,575 - Extraordinary charges relating to early extinguishment of debt - 1,341 9,075 Cumulative effect of changes in accounting principles - 6,276 - Changes in assets and liabilities, net of effect of acquisitions: (Increase) decrease in accounts receivable (21,293) 707 (8,705) (Increase) decrease in inventories (16,741) (4,316) 5,541 Increase (decrease) in trade accounts payable 4,478 3,757 (4,330) Other, net 4,121 (750) (7,000) Total adjustments 35,282 50,878 29,758 Net cash provided by operating activities 47,335 48,331 34,360
Cash flows from investing activities: Acquisition of Del Monte Can Manufacturing Assets 519 (73,865) - Capital expenditures (29,184) (42,480) (23,447) Proceeds from sale of assets 765 262 429 Net cash used in investing activities (27,900) (116,083) (23,018)
Continued on following page.
SILGAN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) For the years ended December 31, 1994, 1993 and 1992 (Dollars in thousands)
1994 1993 1992
Cash flows from financing activities: Borrowings under working capital loans $393,250 $328,050 $316,050 Repayments under working capital loans (382,850) (366,250) (296,850) Proceeds from issuance of long-term debt - 140,000 185,000 Reduction of long-term debt (20,464) (42,580) (125,205) Premium paid on early retirement of debt - - (4,250) Repayment of advance from Parent - - (25,200) Capital contribution by Parent - 15,000 - Payments to former shareholders (6,911) - - Dividend to Parent - - (15,724) Redemption of preferred stock - - (31,508) Cash dividends paid on preferred stock - - (1,137) Debt financing costs - (8,935) (10,250) Net cash provided (used) by financing activities (16,975) 65,285 (9,074)
Net increase (decrease) in cash and cash equivalents 2,460 (2,467) 2,268
Cash and cash equivalents at beginning of year 205 2,672 404
Cash and cash equivalents at end of year $ 2,665 $ 205 $ 2,672
Supplementary data: Interest paid $ 30,718 $ 25,733 $ 29,046 Income taxes paid, net of refunds 2,588 722 1,206 Additional preferred stock issued in lieu of dividend - - 2,130
See accompanying notes.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
1. Basis of Presentation
Silgan Corporation ("Silgan", together with its wholly owned subsidiaries, Silgan Containers Corporation ("Containers") and Silgan Plastics Corporation ("Plastics"), the "Company") is a wholly owned subsidiary of Silgan Holdings Inc. ("Holdings" or "Parent"). Holdings 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.").
The Company, a North American packaging manufacturer, is engaged in the manufacture and sale of steel, aluminum and paperboard containers, mainly to processors and packagers of food products, and the design, manufacture and sale of various plastic containers, mainly for health, personal care, food, beverage, pharmaceutical and household chemical products.
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 amounts are translated at the average of monthly exchange rates.
Cash and cash equivalents
Cash equivalents represent investments with maturities of three months or less from the time of purchase and are carried at cost which approximates fair value due to the short maturities of those instruments.
Accounts Receivable
Accounts receivable consist primarily of amounts due from domestic companies. Credit is extended based on an evaluation of the customer's financial condition and collateral is not generally required. The Company maintains an allowance for doubtful accounts at a level which management believes is sufficient to cover potential credit losses.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
2. Summary of Significant Accounting Policies (continued)
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). The components of inventories at December 31, 1994 and 1993 consist of the following (in thousands):
1994 1993
Raw materials and supplies $ 40,196 $ 26,458 Work-in-process 19,045 17,105 Finished goods 63,409 65,072 122,650 108,635 Adjustment to value inventory at cost on the LIFO method (221) 18 $122,429 $108,653
The amount of inventory recorded on the first-in first-out method at December 31, 1994 and 1993 was $6.5 million and $7.4 million, respectively.
Property, plant and equipment
Property, plant and equipment are recorded at historical cost and are depreciated on the straight-line method over their estimated useful lives. Major renewals and betterments are capitalized and maintenance and repair expenditures are charged to expense as incurred. The total amount of repairs and maintenance expense was $19.9 million in 1994; $17.1 million in 1993; and $15.0 million in 1992.
The principal estimated useful lives are 35 years for buildings and range between 3 to 18 years for machinery and equipment. 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 industry. The change had the effect of decreasing depreciation expense for the fourth quarter and the year by approximately $1.3 million and increasing net income by $0.8 million.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
2. Summary of Significant Accounting Policies (continued)
Property, plant and equipment (continued)
Based upon a review of its depreciable assets, the Company determined, in the fourth quarter of 1994, that certain adjustments were necessary to properly reflect net realizable values. These adjustments include $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 to reduce the carrying value of certain technologically obsolete and inoperable equipment.
Goodwill
The Company has classified as goodwill the cost in excess of fair value of net assets acquired in purchase transactions. Goodwill is being amortized on a straight-line basis over periods ranging between 20 and 40 years. The Company periodically evaluates the existence of goodwill impairment to assess 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 diminution in value were to occur. Goodwill amortization charged to operations was $1.2 million in 1994; $0.5 million in 1993; and $0.5 million in 1992. Accumulated amortization of goodwill at December 31, 1994 and 1993 was $3.7 million and $2.5 million, respectively.
Other Assets
Other assets consist principally of debt issuance costs which are being amortized straight-line over the terms of the related debt agreements (3 to 10 years). The charge incurred for amortization of debt issuance cost was $4.6 million in 1994; $2.6 million in 1993; and $2.2 million in 1992. Other intangible assets are amortized over their expected useful lives using the straight-line method.
Other assets at December 31, 1994 and 1993 consist of the following (in thousands): 1994 1993
Debt issuance costs $18,092 $18,163 Other 9,519 4,396 27,611 22,559 Less: accumulated amortization (7,120) (1,894) $20,491 $20,665
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
2. Summary of Significant Accounting Policies (continued)
Revenue Recognition
The Company recognizes revenue from product sales upon shipment to the customer. As is common in the packaging industry, the Company must manufacture containers for its seasonal pack customers throughout the year. Revenue is recognized for such customers at the time insurable risk has passed to the customer.
Income Taxes
Effective January 1, 1993, the Company adopted 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". Under SFAS No. 96, the Company had recognized a federal income tax benefit from the tax losses of Holdings. Under SFAS No. 109, this benefit will be reflected as a contribution to additional paid-in capital instead of as a reduction of income tax expense. As a result of this change, effective January 1, 1993, the Company recorded a cumulative charge to earnings and a credit to paid- in-capital of $6 million for the difference in methods up to the date of adoption. As permitted by SFAS No. 109, the 1992 financial statements have not been restated. See Note 7 - Income Taxes.
Postemployment Benefits
During 1993, the Company adopted SFAS No. 112, "Employers' Accounting for Postemployment Benefits". The cumulative effect as of January 1, 1993 of this accounting change was to decrease net income by $0.8 million (after related income taxes of $0.5 million).
Fair Values 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 its fair value.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
2. Summary of Significant Accounting Policies (continued)
Fair Values 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.
Derivatives
The Company has limited involvement with derivative financial instruments and does not use them for trading purposes. On occasion, the Company has used interest rate hedge agreements to reduce the impact of increases in interest rates on floating-rate long-term debt. During 1994 and 1993, the Company was not party to any interest rate hedge agreements. In addition, during 1994 and 1993, the Company did not use derivative instruments to hedge its commodity and foreign exchange risks.
3. Acquisitions
On December 21, 1993, Containers acquired from Del Monte Corporation ("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 acquisition was accounted for as a purchase transaction and the results of operations have been included with the Company's results from the acquisition date. During 1994, the Company finalized its purchase price accounting, adjusting the fair value of assets acquired and liabilities assumed to the amounts determined based upon final appraisals and valuations. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill. The aggregate purchase cost and its allocation to the assets and liabilities is as follows (in thousands):
Net working capital acquired $21,944 Property, plant and equipment 47,167 Goodwill 13,729 Other liabilities assumed (9,494) $73,346
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
3. Acquisitions (continued)
Set forth below is the Company's summary unaudited pro forma results of operations for the years ended December 31, 1993 and 1992. The unaudited pro forma results of operations include the combined historical results of DM Can and the Company after giving effect to certain pro forma adjustments.
The pro forma adjustments to the historical results of operations reflect the sales prices set forth in the supply agreement with Del Monte, the effect of purchase accounting adjustments based upon appraisals and valuations, the financing of the acquisition and certain other adjustments as if these events had occurred as of the beginning of the periods mentioned therein. The following unaudited pro forma results of operations do not purport to represent what the Company's results of operations would actually have been had the transactions in fact occurred on the dates indicated, or to project the Company's results for any future period (in thousands): 1993 1992
Net sales $818,614 $819,579 Income from operations 51,343 57,282 Income before income taxes 18,877 25,353 Income before extraordinary charges and cumulative effect of accounting changes 10,844 22,301 Net income 52 13,226
4. Short-Term Borrowings and Long-Term Debt 1994 1993 (in thousands) Short-term borrowings are as follows: Bank Working Capital Loans $ 12,600 $ 2,200
Long-term debt consists of the following: Bank A Term Loans $ 39,845 $ 60,000 Bank B Term Loans 79,691 80,000 Senior Secured Floating Rate Notes due June 30, 1997 50,000 50,000 11 3/4% Senior Subordinated Notes due June 15, 2002 135,000 135,000
304,536 325,000 Less: Amounts due within one year 21,968 20,000 $282,568 $305,000
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
4. Short-Term Borrowings and Long-Term Debt (continued)
The aggregate annual maturities of long-term debt at December 31, 1994 are as follows (in thousands):
1995 $ 21,968 1996 97,568 1997 50,000 1998 - 1999 - 2000 and thereafter 135,000 $304,536
Bank Credit Agreement
On December 21, 1993, the Company, Containers and Plastics (the "Borrowers") entered into a new credit agreement (the "Credit Agreement"), with a group of banks to refinance in full amounts owing under the former bank credit facility, which included $41.6 million of term loans, and to finance, in part, the acquisition of DM Can. As a result of the early extinguishment of debt, the Company incurred a charge of $0.8 million (net of $0.5 million of taxes). Pursuant to the Credit Agreement, the Company borrowed $60.0 million of A Term Loans and $80.0 million of B Term Loans. The A Term Loans are payable each year in scheduled installments with the final payment due September 15, 1996. The B Term Loans are payable in full on September 15, 1996. Additionally, further repayments are required at the time of certain asset sales or the issuance of equity. During 1994, in addition to the $20.0 million mandatory payment, a repayment of $0.5 million was made upon the sale of certain assets.
The Credit Agreement also provides Containers and Plastics, together, with a revolving credit facility of $70.0 million for working capital needs (the "Working Capital Loans"). The aggregate amount of Working Capital Loans which may be outstanding at anytime is limited to 85% of Containers' and Plastics' eligible accounts receivable and 50% of Containers' and Plastics' eligible inventory. In lieu of Working Capital Loans, Containers and Plastics may request the issuance of up to $15.0 million of letters of credit. At December 31, 1994, commitments under the revolving credit facility of $51.9 million were available after taking into account outstanding letters of credit of $5.5 million. The Working Capital Loans can be borrowed, repaid and reborrowed from time-to-time until final maturity on September 15, 1996.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
4. Short-Term Borrowings and Long-Term Debt (continued)
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 highest of (i) 1/2 of 1% in excess of Adjusted Certificate of Deposit Rate, (ii) 1/2 of 1% in excess of the Federal Funds Rate or (iii) Bankers Trust Company's prime lending rate. Base Rate borrowings bear interest at the Base Rate plus 1.75%, in the case of A Term Loans; 2.0%, in the case of Working Capital Loans; and 2.25%, in the case of B Term Loans. Eurodollar Rate borrowings bear interest at the Eurodollar Rate plus 2.75% in the case of A Term Loans; 3.0%, in the case of Working Capital Loans; and 3.25%, in the case of B Term Loans. At December 31, 1994 the interest rate for Base Rate borrowings ranged between 10 1/4% and 10 1/2% and for Eurodollar Rate borrowings ranged between 8 5/8% and 10%.
For 1994, 1993 and 1992, respectively, the average amount of borrowings under the Working Capital Loans was $14.4 million, $51.9 million and $44.5 million; the average annual interest rate paid on borrowings was 8.4%, 6.0% and 6.3%; and the highest amount of such borrowings at any month-end was $43.9 million, $80.3 million and $80.8 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 Loans as well as a 3 1/4% 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 respective real and personal property of the Borrowers. Such security interest also secures on an equal and ratable basis, subject to certain intercreditor arrangements, the Senior Secured Notes. Additionally, 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, 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.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
4. Short-Term Borrowings and Long-Term Debt (continued)
Senior Secured Floating Rate Notes
The Senior Secured Notes (the "Secured Notes") constitute senior indebtedness of the Company and are secured by a first lien on substantially all of the assets of the Company. Such collateral also secures on an equal and ratable basis, subject to certain intercreditor arrangements, all indebtedness of the Company under the Credit Agreement. The Secured Notes mature on June 30, 1997 and bear interest, which is payable quarterly, at a rate of three-month LIBOR plus 3%. The interest rate is adjusted quarterly. The interest rate in effect at December 31, 1994 was 9.44%.
The Secured Notes are redeemable at the option of the Company at par plus accrued and unpaid interest to the redemption date. Net cash proceeds from certain asset sales and the issuance of capital stock by the Company are required to be applied to prepay the Secured Notes and indebtedness under the Credit Agreement on a pro rata basis, subject to certain exceptions. The Secured Notes contain covenants which are comparable to or less restrictive than those under the Credit Agreement.
11 3/4% Senior Subordinated Notes
The 11 3/4% Senior Subordinated Notes (the "11 3/4% Notes") which mature on June 15, 2002, represent unsecured general obligations of Silgan, subordinate in right of payment to obligations of the Company under the Credit Agreement and the Secured Notes 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%
The 11 3/4% Notes Indenture contains covenants which are comparable to or less restrictive than those under the Credit Agreement and the Secured Notes.
The estimated fair value of the 11 3/4% Notes at December 31, 1994, based upon quoted market prices, was $140.4 million.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
4. Short-Term Borrowings and Long-Term Debt (continued)
1992 Refinancing
Effective June 29, 1992, the Company and Holdings refinanced a significant portion of their indebtedness (the "Refinancing"). The Refinancing included a private placement by the Company of $50.0 million principal amount of its Secured Notes and a public offering of $135.0 million principal amount of the Company's 11 3/4% Notes. The proceeds from the debt offerings, net of $10.3 million of transaction fees and expenses, were used, in part, to redeem the Company's 14% Senior Subordinated Notes (the "14% Notes") and 15% Cumulative Exchangeable Redeemable Preferred Stock (the "Preferred Stock"). The Preferred Stock (300,083 shares) was redeemed on August 16, 1992 at a redemption price of $105 per share plus accrued dividends. The 14% Notes ($85.0 million aggregate principal amount) were redeemed on August 28, 1992 at a redemption price of 105% of the principal amount thereof plus accrued interest.
In conjunction with the Refinancing, the credit agreement among various bank lenders was amended to, among other things, permit the Refinancing, and the Company repaid $30.0 million of term loans thereunder. In addition, the Company repaid the $25.2 million advance from Holdings and advanced $16.0 million to Holdings. Upon completion of the redemption of the 14% Notes, the Company paid a $15.7 million dividend to Holdings which Holdings, along with additional cash earned on its short term investments of proceeds received by it in connection with the Refinancing, used to retire the outstanding advance from the Company. Such payments to Holdings, along with the public offering by Holdings of its 13 1/4% Senior Discount Debentures due 2002 (the "Discount Debentures") for an aggregate amount of proceeds of $165.4 million, were used by Holdings to redeem its Senior Reset Debentures due 2004 (the "Holdings Reset Debentures") on July 29, 1992.
As a result of the Refinancing, unamortized deferred financing costs relating to the 14% Notes, the Preferred Stock and the repayment of bank term loans totaling $3.3 million in the aggregate were written off in 1992 and, along with the redemption premiums of $5.8 million, are reflected as an extraordinary charge. Since the Company was reporting under SFAS No. 96, there was no tax effect on this charge due to the tax allocation arrangement with Holdings and Holdings' net operating loss position.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
5. 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. The pension benefits are paid 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.
Based on the latest actuarial information available, the following table sets forth the defined benefit plans funded status as of December 31 (in thousands): Plans in which Assets Exceed Accumulated Accumulated Benefits Benefits Exceed Assets 1994 1993 1994 1993 Actuarial present value of benefit obligations: Vested benefit obligations $9,182 $6,771 $19,876 $12,325 Non-vested benefit obligations 871 579 1,889 521 Accumulated benefit obligations 10,053 7,350 21,765 12,846 Additional benefits due to future salary levels 5,358 5,733 3,557 4,092 Projected benefit obligations 15,411 13,083 25,322 16,938 Plan assets at fair value 11,612 9,040 17,249 9,287 Projected benefit obligation in excess of plan assets 3,799 4,043 8,073 7,651 Unrecognized actuarial gain (loss) 504 (798) 3,916 800 Unrecognized prior service costs (665) - (2,461) (2,093) Additional minimum liability - - 1,677 2,107 Unfunded pension liability recognized in the balance sheet $ 3,638 $ 3,245 $11,205 $ 8,465
As required by SFAS No. 87, "Employers' Accounting for Pensions" the Company recognized an additional pension liability and related intangible asset of $1.7 million and $2.1 million for pension plans with accumulated benefits in excess of plan assets as of December 31, 1994 and 1993, respectively.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
5. Retirement Plans (continued)
During 1994, Del Monte transferred fund assets of $8.9 million to the Company, as calculated using a discount rate of 9%, in accordance with the terms of the DM Can purchase agreement. In connection with the acquisition of DM Can, the Company assumed defined benefit plan obligations, as calculated using its 1993 discount rate of 7.5%, of $10.9 million.
The assumptions used in determining the actuarial present value of plan benefit obligations as of December 31 are as follows:
1994 1993 1992
Discount rate 8.5% 7.5% 8.5% Weighted average rate of compensation increase 4.5% 4.5% 5.0 - 5.5% Expected long-term rate of return on plan assets 8.5% 8.5% 8.5%
The components of total pension expense for defined benefit plans are as follows (in thousands): 1994 1993 1992
Service cost $2,947 $1,809 $1,722 Interest cost 3,334 2,144 2,101 Net amortization and deferrals (2,702) 500 75 Actual loss (return) on assets 539 (1,784) (891) Other (gains) 4 (183) (183) Net pension cost of defined benefit plans $4,122 $2,486 $2,824
In addition, the Company participates in several multi-employer pension plans which provide defined benefits to certain of its union employees. The contributions to multi-employer plans were $2.7 million in 1994; $2.0 million in 1993; and $2.2 million in 1992. The Company also sponsors defined contribution plans covering substantially all employees. Company contributions to these plans are based upon employee contributions and, in certain situations, are based upon operating profitability. Contributions charged to income for these plans were $2.5 million in 1994; $1.5 million in 1993; and $1.9 million in 1992.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
6. 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 $3.1 million (after related income taxes of $1.9 million) for this change in accounting principle which represents the accumulated postretirement benefit obligation existing as of January 1, 1993. The postretirement benefit cost for 1992 has not been restated.
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. The Company does not fund these plans.
The following table presents the plan's funded status and amounts recognized in the Company's balance sheet as of December 31 (in thousands):
1994 1993 Accumulated postretirement benefit obligation: Retirees $1,183 $1,209 Fully eligible active plan participants 1,521 1,197 Other active plan participants 2,577 2,127
Total accumulated postretirement benefit obligation 5,281 4,533
Unrecognized net gain or (loss) (219) (462) Unrecognized prior service costs (79) -
Accrued postretirement benefit liability $4,983 $4,071
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
6. Postretirement Benefits Other than Pensions (continued)
Net periodic postretirement benefit cost include the following components (in thousands): 1994 1993
Service cost $ 321 $ 152 Interest cost 412 326 Deferred loss 24 - Other (gains) (38) -
Net periodic postretirement benefit cost $ 719 $ 478
The actuarial assumptions used in determining the accrued postretirement benefit liability as of December 31 are as follows: 1994 1993
Discount rate 8.5% 7.5%
Weighted average rate of compensation increase 4.5% 4.5%
The assumed health care cost trend used in measuring the accumulated postretirement benefit obligation was 14% in 1994 and 15% in 1993, ultimately declining to 6% in 2003 and remaining at that level thereafter.
A 1% increase in the trend rate assumption would increase the accumulated postretirement benefit obligation as of December 31, 1994 by approximately $0.1 million and increase the aggregate of the service and interest cost components of the net periodic postretirement benefit cost for 1994 by approximately $0.02 million.
7. Income Taxes
The income tax provision for 1994 and 1993 reflects the adoption of SFAS No. 109 under which the Company provides for taxes as if it were a separate taxpayer. The income tax provision for 1992 takes into consideration certain matters covered under a tax allocation arrangement with Holdings, under which the Company obtains a federal income tax benefit from Holdings' tax losses.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
7. Income Taxes (continued)
The income tax provision consists of the following (in thousands):
1994 1993 1992 Current Federal $2,500 $ 300 $ - State 3,200 1,900 1,705 Foreign (100) (400) 31 5,600 1,800 1,736 Deferred Federal 5,400 4,100 - State - 400 464 Foreign - - - 5,400 4,500 464 $11,000 $6,300 $2,200
The aggregate income tax provision varied from that computed by using the U.S. statutory rate as a result of the following (in thousands):
1994 1993 1992 Income tax provision at the U.S. federal income tax rate $ 8,069 $5,091 $5,398 Income tax benefit realized from Holdings - - (4,804) State and foreign tax expense net of federal income benefit 2,015 1,235 1,452 Amortization of goodwill 576 154 154 Other 340 (180) - $11,000 $6,300 $2,200
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
7. Income Taxes (continued)
Deferred income taxes reflect the net tax effects 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 (in thousands):
1994 1993 Deferred tax liabilities: Tax over book depreciation $21,900 $20,700 Book over tax basis of assets acquired 21,400 24,000 Other 4,100 6,392 Total deferred tax liabilities 47,400 51,092
Deferred tax assets: Book reserves not yet deductible for tax purposes 24,600 20,700 Net operating loss carryforwards 3,800 7,800 Benefit taken for Holdings' losses 5,500 7,575 Other 483 2,000 Total deferred tax assets 34,383 38,075
Net deferred tax liabilities $13,017 $13,017
The Company files a consolidated Federal income tax return with Holdings. In accordance with the tax allocation agreement, the Company is obligated to reimburse Holdings for the use of Holdings' losses only to the extent that Holdings has taxable income on a stand-alone basis. A liability has not been established to the extent of the use of Holdings' losses since the possibility of the ultimate payment for these benefits is considered remote. Accordingly, the use of Holdings' losses has been accounted for as a contribution of capital.
Also, in accordance with the tax allocation agreement, the Company is required to reimburse Holdings for its allocable share of Holdings' tax liability. The Company's share of Holdings' federal tax liability, for alternative minimum tax, aggregated $1.5 million in 1994 and $0.3 million in 1993.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
7. Income Taxes (continued)
On a consolidated basis, the Company and Holdings have net operating loss carryforwards at December 31, 1994 of approximately $75.0 million which are available to offset future consolidated taxable income of the group and expire from 2001 through 2008. The Company and Holdings, on a consolidated basis at December 31, 1994, have $3.4 million of alternative minimum tax credits which are available indefinitely to reduce future tax payments for regular federal income tax purposes.
At December 31, 1994 the Company, if reporting on a separate company basis, would have had net operating loss carryforwards for federal tax purposes of approximately $9.0 million, which are subject to limitation under the consolidated return regulations, and expire from 2001 to 2007.
8. Stock Option Plans
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, 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.
The SARs extend to all of the shares covered by the options 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' plan, 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.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
8. Stock Option Plans (continued)
Prior to a public offering or change in control, should an employee leave the Company, Containers has the right to repurchase, and the employee has the right to require Containers to repurchase, his common stock at the then pro forma book value.
At December 31, 1994, there were outstanding options for 1,056 shares under the Containers' plan and 900 shares under the Plastics' plan. The exercise prices per share range from $2,122 to $4,933 for the Containers' options and are $126 for the Plastics' options. The stock options and SARs generally become exercisable ratably over a five year period. There were 720 options/SARs exercisable at December 31, 1994 under the Containers' plan. At December 31, 1994, no options/SARs were exercisable under the Plastics' plan. The Company incurred charges relating to the vesting and payment of benefits under the stock option plans of $1.5 million in 1994; $0.2 million in 1993; and $0.4 million in 1992.
In the event of a public offering of any of Holdings' capital stock or a change in control of Holdings, (i) the options granted by Containers and Plastics pursuant to the plans, or (ii) any stock issued upon exercise of such options issued by Containers are convertible into either stock options or common stock of Holdings, as the case may be. The conversion of such options or shares will be based upon a valuation of Holdings and an allocation of such value among the subsidiaries after giving affect to, among other things, that portion of the outstanding indebtedness of Holdings allocable to each such subsidiary.
9. Stockholder's Equity
Stockholder's equity includes the following classes of common stock ($.01 par value) and preferred stock: Shares Shares Issued and Outstanding Class Authorized December 31, 1994 and 1993
A 1,000 1 B 1,000 1 C 1,000 - 3,000 2
Preferred Stock 1,000 -
The outstanding shares are issued to Holdings.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
9. Stockholder's Equity (continued)
In conjunction with the acquisition of DM Can in 1993, Holdings contributed $15.0 million to the Company.
As of August 16, 1992, the Company redeemed its Preferred Stock. Until such redemption, the Preferred Stock holders received cumulative preferential dividends at the rate per annum of 15% per share calculated as a percentage of $100. Dividends were, at the option of the Company, paid in additional shares of Preferred Stock. During 1992, the Company issued 21,301 shares of Preferred Stock at $100 per share, representing its Preferred Stock dividend requirement for the two quarters ended May 15, 1992. A cash dividend payment of $1.1 million was made for the quarter ended August 15, 1992.
10. Commitments
The Company is committed under certain noncancelable operating leases for office and plant facilities, equipment and automobiles. Certain operating leases have renewal options. Minimum future rental payments under these operating leases are (in thousands):
1995 $ 7,923 1996 6,856 1997 5,577 1998 4,006 1999 2,556 Thereafter 6,174 $33,092
Rental expense was approximately $9.1 million in 1994; $8.0 million in 1993; and $8.0 million in 1992.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
11. 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 Messrs. Silver and Horrigan, the Chairman of the Board and President of Holdings and Silgan, respectively, S&H provides Holdings and the Company 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 $5.0 million in 1994, $4.4 million in 1993, and $4.2 million in 1992 and was allocated, based upon EBDIT, as a charge to operating income of each business segment. Included in accounts payable at December 31, 1994 and 1993, was $0.1 million and $0.6 million, payable to S&H, respectively.
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 Credit Agreement entered into in 1993, the Banks (including Bankers Trust) received certain fees amounting to $8.1 million.
In connection with the 1992 Refinancing, MS & Co. received as compensation for its services as underwriter for the Secured Notes, the 11 3/4% Notes and the Discount Debentures an aggregate of $11.5 million.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
12. Litigation
On June 30, 1989, Holdings acquired all of the outstanding shares of Silgan for $6.50 per share (the "Merger"). Contemporaneous with the Merger, certain holders of 1,050,000 shares of Silgan Class B common stock filed two actions in the Court of Chancery of the State of Delaware ("Chancery Court") alleging that Silgan and certain affiliates, officers and directors breached fiduciary duties in implementing the Merger. One of the actions was voluntarily dismissed without prejudice of the right to reinstate the action upon the conclusion of the appraisal proceeding described below. The second action was dismissed following settlement.
The same Silgan stockholders also sought appraisal of the value of their shares pursuant to Section 262 of the Delaware General Corporation Law. Following discovery and settlement with the holders of 650,000 shares for $6.9 million, including interest, trial of the appraisal with respect to the remaining 400,000 shares of Class B common stock was conducted during the week of November 28, 1994. Post-trial briefing is scheduled to be completed on April 17, 1995.
Management believes that the consideration offered in the Merger fully reflected the value of Silgan's Class B common stock and that the ultimate resolution of the appraisal proceeding will not have a material effect on the financial condition or results of operations of the Company or Holdings.
Additionally, a complaint was filed by parties who are limited partners of The Morgan Stanley Leveraged Equity Fund, L.P. ("MSLEF") against a number of defendants including Silgan and Holdings. The complaint alleges, among other things, that the general partners of MSLEF breached duties owed to the limited partners by selling MSLEF's investment in Silgan at a grossly inadequate price. The Court dismissed all claims against Silgan and Holdings related to this action on January 14, 1993, and subsequently upheld that dismissal after the plaintiff filed a motion for reargument. Because this complaint continues against certain other defendants, the plaintiff's right to appeal the dismissal of the claims against Silgan and Holdings has not yet expired.
Management believes that there is no factual basis for the allegations and claims contained in the complaint. Management also believes that the lawsuit is without merit and they intend to defend the lawsuit vigorously. In addition, management believes that the ultimate resolution of these matters will not have a material effect on the financial condition or results of operations of Silgan or Holdings.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
12. Litigation (continued)
Other than the actions mentioned above there are no other pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company, to which the Company is a party or to which any of its properties are subject.
13. 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. Metal container & other(1) $657.1 $67.0(2) $335.9 $23.1 $16.9 Plastic container 204.3 9.4(2) 162.8 14.1 12.3 Consolidated $861.4 $76.4 $498.7 $37.2 $29.2
Metal container & other(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
Metal container & other(1) $437.4 $40.7 $218.7 $16.4 $14.5 Plastic container 192.6 2.3 161.2 15.4 9.0 Consolidated $630.0 $43.0 $379.9 $31.8 $23.5
(1) Includes folding carton sales which are not significant enough to be reported as a separate segment. (2) Excludes charge for reduction in carrying value of assets of $7.2 million for metal container segment and $9.5 million for plastic container segment.
SILGAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992
13. Business Segment Information (continued)
Operating profit is reconciled to income before tax as follows (in millions): 1994 1993 1992 Operating profit $76.4 $42.9 $43.0 Reduction in carrying value of assets 16.7 - - Interest and other corporate expense 36.6 28.3 27.1 Income before income taxes $23.1 $14.6 $15.9
Identifiable assets are reconciled to total assets as follows (in millions): 1994 1993 1992 Identifiable assets $498.7 $490.4 $379.9 Corporate assets 2.0 1.7 2.3 Total assets $500.7 $492.1 $382.2
Metal container and other segment sales to Nestle accounted for 25.9%, 34.1% and 36.5%, of net sales during the years ended December 31, 1994, 1993 and 1992, respectively. Similarly, sales to Del Monte accounted for 21.4% of net sales during the year ended December 31, 1994. At December 31, 1994 and 1993, 12.6% and 12.6% of the accounts receivable balance was due from Nestle and at December 31, 1994, 21.9% of the accounts receivable balance was due from Del Monte.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION CONDENSED BALANCE SHEETS December 31, 1994 and 1993 (Dollars in thousands)
ASSETS 1994 1993 Current assets: Cash and cash equivalents $ 155 $ 61 Notes receivable-subsidiaries 21,968 39,850 Interest receivable-subsidiaries 1,699 810 Other current assets - 214 Total current assets 23,822 40,935
Investment in and other amounts due from subsidiaries 70,947 37,104 Notes receivable-subsidiaries 286,640 305,072 Amount receivable from parent 1,244 607 Other assets 793 950 $383,446 $384,668
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities: Current portion of term loans $ 21,968 $ 20,000 Accrued interest payable 1,699 763 Accrued expenses 356 1,268 Total current liabilities 24,023 22,031
Long-term debt 282,568 305,000 Amounts payable to subsidiaries 11,148 3,123 Other long-term liabilities 2,362 1,711
Stockholder's equity: Common stock - - Additional paid-in capital 69,535 64,135 Retained earnings (deficit) (6,190) (11,332) Total stockholder's equity 63,345 52,803 $383,446 $384,668
See Notes to Consolidated Financial Statements for Silgan Corporation appearing elsewhere in this Form 10-K.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION CONDENSED STATEMENTS OF OPERATIONS For the years ended December 31, 1994, 1993 and 1992 (Dollars in thousands)
1994 1993 1992
Net Sales $ - $ - $ -
Cost of goods sold - - -
Gross profit - - -
Selling, general and administrative expenses 543 368 239
Loss from operations (543) (368) (239)
Equity in earnings (losses) of consolidated subsidiaries 13,445 (7,570) 6,148
Other income (expense) (651) 1,480 832
Interest expense and other related financing costs (30,039) (19,899) (21,429)
Interest income-subsidiaries 29,841 23,940 19,313
Income (loss) before income taxes 12,053 (2,417) 4,625
Income tax provision - - -
Income (loss) before extraordinary charges 12,053 (2,417) 4,625
Extraordinary charges relating to early extinguishment of debt - (130) (23)
Net income (loss) 12,053 (2,547) 4,602
Preferred stock dividend requirements - - 2,745
Net income (loss) applicable to common stockholder $12,053 $(2,547) $ 1,857
See Notes to Consolidated Financial Statements for Silgan Corporation appearing elsewhere in this Form 10-K.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF SILGAN CORPORATION CONDENSED STATEMENTS OF CASH FLOWS For the years ended December 31, 1994, 1993 and 1992 (Dollars in thousands)
1994 1993 1992
Cash flows from operating activities: $ 7,005 $ 359 $ 1,825
Cash flows from investing activities: (Increase) decrease in notes receivable-subsidiaries 35,462 (117,515) (39,323) (Increase) decrease in investment in subsidiaries (14,998) - 30,008 Cash dividends received from subsidiaries - - 16,861 Net cash provided (used) by investing activities 20,464 (117,515) 7,546
Cash flows from financing activities: Proceeds from issuance of long-term debt - 140,000 185,000 Reduction of long-term debt (20,464) (37,985) (120,827) Repayment of advance from Parent - - (25,200) Capital contribution by Parent - 15,000 - Payments to former shareholders (6,911) - - Dividend to Parent - - (15,724) Redemption of preferred stock - - (30,008) Cash dividends paid on preferred stock - - (1,137) Debt financing costs - - (1,301) Net cash provided (used) by financing activities (27,375) 117,015 (9,197)
Net increase (decrease) in cash and cash equivalents 94 (141) 174
Cash and cash equivalents at the beginning of year 61 202 28
Cash and cash equivalents at end of year $ 155 $ 61 $ 202
See Notes to Consolidated Financial Statements for Silgan Corporation appearing elsewhere in this Form 10-K.
SCHEDULE II
SILGAN CORPORATION SCHEDULES OF VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 1994, 1993 and 1992 (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, 1992:
Allowance for doubtful accounts receivable $ 925 $ 815 $ - $ 97 $1,643
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
(1) Uncollectible accounts written off, net of recoveries.
INDEX TO EXHIBITS
Exhibit No. Exhibit
27. Financial Data Schedule