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The exchange offer expires at 5:00 p.m., New York City time, on October 28, 2002, unless extended.

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We are offering to exchange all of our outstanding old debentures which have not been registered under the Securities Act that are validly tendered and not validly withdrawn for an equal principal amount of newly issued debentures which are registered under the Securities Act.

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The terms of the new debentures will be substantially identical to the terms of the old debentures except for transfer restrictions and registration rights relating to the old debentures.

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The new debentures, like the old debentures, will be unsecured and will rank equally with our other senior subordinated indebtedness, will be subordinated to all of our senior secured indebtedness and will be effectively subordinated to all existing and future liabilities of our subsidiaries.

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You may withdraw tenders of old debentures at any time before the exchange offer expires.

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You may tender old debentures only in denominations of $1,000 and multiples of $1,000.

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There is no public market for the debentures and we do not intend to list the new debentures on any securities exchange or to seek approval for quotation through any automated quotation system.

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The exchange of debentures will not be a taxable event for U.S. federal income tax purposes.

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We will not receive any proceeds from the exchange offer.

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our ability to effect cost reduction initiatives and realize benefits from capital investments;

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our ability to locate or acquire suitable acquisition candidates at attractive cash flow multiples and on acceptable terms;

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our ability to assimilate the operations of our acquired businesses into our existing operations;

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our ability to generate free cash flow to invest in our business and service our indebtedness;

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limitations and restrictions contained in the instruments and agreements governing our indebtedness;

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our ability to retain sales with our major customers;

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the size and quality of the vegetable and fruit harvests in the midwest and west regions of the United States;

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changes in the pricing and availability to us of raw materials or our ability generally to pass raw material price increases through to our customers;

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changes in consumer preferences for different packaging products;

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competitive pressures, including new product developments or changes in competitors’ pricing for products;

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changes in governmental regulations or enforcement practices;

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changes in general economic conditions, such as fluctuations in interest rates and changes in energy costs (such as natural gas and electricity);

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changes in labor relations and costs; and

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other factors described elsewhere in this prospectus or in our other filings with the Commission.

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steel and aluminum containers for human and pet food; and

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custom designed plastic containers and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products.

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expand through acquisitions at attractive cash flow multiples and through internal growth;

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enhance profitability of acquired companies through productivity improvements and cost reductions;

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supply “best value” packaging products with high levels of quality, service and technological support;

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maintain low cost producer position; and

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utilize leverage to support growth.

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The Exchange Offer

We are offering to exchange up to $200,000,000 aggregate principal amount of our new debentures for a like principal amount of old debentures that are properly tendered and accepted. We will issue the new debentures on or promptly after this exchange offer expires. The old debentures are, and the new debentures will be, an additional issuance of our 9% senior subordinated debentures due 2009, of which $300,000,000 originally were issued in 1997 and currently are outstanding.

Resale of New Debentures

Based on an interpretation by the staff of the Commission set forth in no-action letters issued to third parties, we believe that the new debentures issued pursuant to the exchange offer in exchange for the old debentures may be offered for resale, resold and otherwise transferred by you (unless you are a broker-dealer who receives the new debentures directly from us to resell under Rule 144A or any other available exemption under the Securities Act or you are an “affiliate” of us within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you:

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are acquiring the new debentures in the ordinary course of your business; and

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have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such new debentures.

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are an affiliate of us;

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do not acquire the new debentures in the ordinary course of your business; or

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tender in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of new debentures.

Expiration Date

This exchange offer will expire at 5:00 p.m., New York City time, on October 28, 2002 unless extended, in which case the “expiration date” shall mean the latest date and time to which we extend the exchange offer.

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Conditions to the Exchange Offer

The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable interpretation of the staff of the Commission. The exchange offer is not conditioned upon any minimum aggregate principal amount of old debentures being tendered for exchange.

Procedures for Tendering Old Debentures

If you wish to tender your old debentures for new debentures pursuant to the exchange offer, you must transmit to National City Bank, N.A. as exchange agent, on or before the expiration date, either:

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a computer generated message transmitted through The Depository Trust Company’s Automated Tender Offer Program, or ATOP, system and received by the exchange agent and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; or

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a properly completed and duly executed letter of transmittal, which accompanies this prospectus, or a facsimile of the letter of transmittal, together with your old debentures or a timely confirmation of book-entry transfer of the old debentures and any other required documentation, to the exchange agent at its address listed in this prospectus and on the front cover of the letter of transmittal.

Special Procedures for Beneficial Owners

If you are a beneficial owner whose old debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old debentures in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender your old debentures on your behalf.

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make appropriate arrangements to register ownership of the old debentures in your name; or

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obtain a properly completed assignment from the registered holder.

Guaranteed Delivery Procedures

If you wish to tender your old debentures and your old debentures are not immediately available or you cannot deliver your old debentures, the letter of transmittal or any other documentation required by the letter of transmittal to the exchange agent before the expiration date, or you cannot complete the procedures for book-entry transfer on a timely basis, you must tender your old debentures according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures.”

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Acceptance of the Old Debenture and Delivery of the New Debentures

Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all old debentures that are property tendered in the exchange offer before the expiration date. The new debentures issued under the exchange offer will be delivered on the earliest practicable date following the expiration date, as described below under the caption “The Exchange Offer—Terms of the Exchange Offer.”

Withdrawal Rights

You may withdraw your tender of your old debentures at any time before 5:00 p.m., New York City time, on the expiration date, as described below under the caption “The Exchange Offer—Withdrawal of Tenders.”

Certain U.S. Federal Tax Considerations

The exchange of old debentures for new debentures pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes, as described below under the caption “Certain U.S. Federal Tax Considerations.”

Exchange Agent

National City Bank, N.A., the trustee under the indenture governing the existing debentures, old debentures and the new debentures, is serving as the exchange agent for the exchange offer.

Registration Rights Agreement

Simultaneously with the initial sale of the old debentures, we entered into a registration rights agreement, which grants the holders of the old debentures certain exchange and registration rights. This exchange offer satisfies such rights, which will terminate upon the consummation of the exchange offer.

Consequences of Failure to Exchange Old Debentures

If you do not exchange your old debentures for new debentures, you will continue to be subject to the restrictions on transfer provided in the old debentures and in the indenture governing the debentures. In general, the old debentures may not be offered or sold, unless registered pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently plan to register the old debentures under the Securities Act.

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Issuer

Silgan Holdings Inc.

New Debentures Offered

$200,000,000 aggregate principal amount of our 9% senior subordinated debentures due 2009. The new debentures offered hereby are an additional issuance of our 9% senior subordinated debentures due 2009 and will be treated as a single class with the existing $300,000,000 principal amount of the existing debentures and any old debentures that are not exchanged in the exchange offer.

Maturity

June 1, 2009.

Interest

Interest on the new debentures is payable semiannually in cash on June 1 and December 1 of each year, commencing December 1, 2002. Interest on the new debentures will accrue from the last interest payment date on which interest was paid on the old debentures. If your old debentures are accepted for exchange, you will be deemed to have waived your right to receive any interest accrued on the old debentures from the last interest payment date.

Sinking Fund

None.

Optional Redemption

We may redeem the new debentures, in whole or in part, at any time on or after June 1, 2002 initially at 104.5 percent of their principal amount, plus accrued interest, declining ratably to 100 percent of their principal amount, plus accrued interest, on or after June 1, 2006.

Change of Control

In the event of a change of control under the terms of the indenture, each holder of the new debentures will have the right to require us to purchase such holder’s debentures at a price of 101 percent of their principal amount plus accrued interest, if any, to the date of purchase.

Ranking

The new debentures will be senior subordinated obligations. Accordingly, they will rank:

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behind all of our existing and future senior indebtedness;

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behind all existing and future liabilities (including trade payables) of our subsidiaries;

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equally with all of our other senior subordinated indebtedness, including the $300 million aggregate principal amount of existing debentures; and

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senior to all subordinated indebtedness.

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Certain Covenants

The indenture contains certain covenants which, among other things, restrict our ability and the ability of our restricted subsidiaries to:

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incur or guarantee additional indebtedness;

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make certain dividends, investments and other restricted payments;

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create restrictions on the ability of restricted subsidiaries to make certain payments;

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issue or sell stock of restricted subsidiaries;

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enter into transactions with stockholders or affiliates;

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create liens;

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sell assets; and

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with respect to us, consolidate, merge or sell all or substantially all of our assets.

Use of Proceeds

We will not receive any cash proceeds in the exchange offer.

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(a)

On October 1, 2000, we acquired RXI. The acquisition was accounted for as a purchase transaction and the results of operations have been included with our consolidated results of operations from the date of acquisition.

(b)

On June 1, 1998, we acquired the steel container manufacturing business of Campbell Soup Company, or CS Can. The acquisition was accounted for as a purchase transaction and the results of operations have been included with our consolidated results of operations from the date of acquisition.

(c)

During the first quarter of 2002, certain assets of our metal food container business with carrying values that were previously written down were placed back in service. As a result, we recorded a pre-tax $2.3 million rationalization credit. You should also see Note 3 to our Condensed Consolidated Financial Statements for the six months ended June 30, 2002 included elsewhere in this prospectus. During 2001, we approved and announced plans primarily related to closing two metal food container facilities and a plastic container facility. These decisions resulted in pre-tax charges to earnings of $3.5 million for the first quarter and $5.8 million, net (including $3.0 million for the non-cash write-down in carrying value of assets) for the fourth quarter. In 1999, we approved and announced plans to close two manufacturing facilities of the metal food container business, resulting in a charge of $11.9 million (including $7.3 million for the non-cash write-down in carrying value of assets). Additionally, based upon a review of the depreciable assets of the metal food container business in 1999, we determined that adjustments were necessary to properly reflect net realizable values and recorded a non-cash, pre-tax write-down of $24.2 million in 1999 for the excess of carrying value over estimated net realizable value of machinery and equipment which had become obsolete or surplus. You should also see Note 3 to our Consolidated Financial Statements for the year ended December 31, 2001 included elsewhere in this prospectus.

(d)

Adjusted EBITDA means consolidated net income before equity in losses of affiliates, extraordinary items and preferred stock dividends, plus consolidated interest expense, income tax expense and depreciation and amortization expense, as adjusted to (1) add back rationalization charges ($9.3 million, net, for the year ended December 31, 2001 and $11.9 million for the year ended December 31, 1999 each as referred to in footnote (c) above), charges incurred for the reduction in carrying value of assets ($24.2 million for the year ended December 31, 1999 as referred to in footnote (c) above) and the non-cash charge of $22.5 million incurred in 1997 in connection with our initial public offering of our common stock, or IPO, and (2) subtract the rationalization credit of $2.3 million for the six months ended June 30, 2002 and the gain on assets contributed to affiliate of $4.9 million for the year ended December 31, 2001. We have included information regarding Adjusted EBITDA because management believes that many investors and lenders consider it important in assessing a company’s ability to service and incur debt. Accordingly, this information has been disclosed herein to permit a more complete analysis of our financial condition. Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other consolidated statement of income or cash flows data prepared in accordance with accounting principles generally accepted in the United States as a measure of our profitability or liquidity. You should also see our Consolidated Statements of Income and Consolidated Statements of Cash Flows, including the notes thereto, included elsewhere in this prospectus. Adjusted EBITDA does not take into account our debt service requirements and other commitments and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Additionally, Adjusted EBITDA is not computed in accordance with accounting principles generally accepted in the United States and may not be comparable to other similarly titled measures of other companies.

(e)

Depreciation and amortization excludes amortization of debt financing costs. For the six months ended June 30, 2001, depreciation and amortization includes goodwill amortization of $1.2 million for the metal food container business and $1.3 million for the plastic container business.

(f)

For purposes of computing the ratio of earnings to combined fixed charges and preferred stock dividends, earnings consist of income before income taxes plus fixed charges, excluding capitalized interest and preferred stock dividends, and combined fixed charges and preferred stock dividends consist of interest, whether expensed or capitalized, minority interest expense, amortization of debt expense and discount or premium relating to any indebtedness, whether expensed or capitalized, such portion of rental expense that is representative of the interest factor in these rentals and preferred stock dividends.

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make it more difficult for us to satisfy our obligations with respect to the debentures;

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increase our vulnerability to general adverse economic and industry conditions;

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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital and capital expenditures, and for other general corporate purposes; and

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limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

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incur additional indebtedness;

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create liens;

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consolidate, merge or sell assets;

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make certain capital expenditures;

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make certain advances, investments and loans;

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enter into certain transactions with affiliates;

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engage in any business other than the packaging business;

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pay dividends; and

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repurchase stock.

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failing to assimilate the operations and personnel of the acquired businesses;

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disrupting our ongoing business;

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dissipating our limited management resources; and

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impairing relationships with employees and customers of the acquired business as a result of changes in ownership and management.

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file with the Commission a registration statement under the Securities Act covering the offer by us to exchange all of the old debentures for the new debentures;

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use our best efforts to cause such registration statement to become effective under the Securities Act and commence the exchange offer promptly thereafter;

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use our best efforts to consummate the exchange offer on or prior to a date that is 180 days after the date the old debentures were first issued; and

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keep the exchange offer open for not less than 30 days.

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a broker-dealer who purchased the old debentures directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act; or

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an “affiliate” of us within the meaning of Rule 405 under the Securities Act.

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you are a broker-dealer; or

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you acquire new debentures in the exchange offer for the purpose of distributing or participating in the distribution of the new debentures,

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we have registered the new debentures under the Securities Act and, therefore, the new debentures will not bear legends restricting their transfer; and

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holders of the new debentures will not be entitled to any of the rights of holders of old debentures under the registration rights agreement, which rights will terminate upon the completion of the exchange offer.

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to delay accepting any old debentures;

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to extend the exchange offer;

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if any of the conditions listed below under “—Conditions” shall not have been satisfied, to refuse to accept for exchange, or exchange the new debentures for, any old debentures and may terminate the exchange offer; or

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to amend the terms of the exchange offer in any manner.

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complete, sign and date the letter of transmittal, or a facsimile;

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have the signatures guaranteed if required by the letter of transmittal; and

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mail or otherwise deliver the letter of transmittal or the facsimile to the exchange agent prior to the expiration date.

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the exchange agent must receive certificates for the old debentures along with the letter of transmittal into its account at DTC pursuant to the procedure for book-entry transfer described below before the expiration date;

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the exchange agent must receive a timely confirmation of a book-entry transfer of the old debentures, if such procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described below before the expiration date; or

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you must comply with the guaranteed delivery procedures described below.

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DTC has received an express acknowledgment from the participant in DTC tendering old debentures subject to the book-entry confirmation;

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the participant has received and agrees to be bound by the terms of the letters of transmittal; and

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we may enforce such agreement against such participant.

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a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

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a commercial bank or trust company having an office or correspondent in the United States; or

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an “eligible guarantor institution” within the meaning of Rule l7Ad-15 under the Exchange Act.

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by a registered holder who has not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

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for the account of an eligible institution.

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you are not an affiliate of us;

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you will acquire any new debentures in the ordinary course of your business;

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you are not engaging nor do you intend to engage in a distribution of such new debentures; and

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at the time of completion of the exchange offer, you have no arrangement with any person to participate in the distribution of the new debentures.

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states your name and address, the certificate number(s) of the old debentures (if you hold physical certificates representing the old debentures) and the principal amount of old debentures tendered;

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states that the tender is being made by that notice of guaranteed delivery; and

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guarantees that, within five New York Stock Exchange trading days after the expiration date, the eligible institution will deposit with the exchange agent the letter of transmittal, together with the certificate(s) representing the old debentures in proper form for transfer or a confirmation of book-entry transfer, as the case may be, and any other documents required by the letter of transmittal; and

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specify the name of the person having deposited the old debentures to be withdrawn;

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identify the old debentures to be withdrawn including the certificate number; and

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be signed by you in the same manner as the original signature on the letter of transmittal by which such old debentures were tendered including any required signature guarantees.

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refuse to accept any old debentures and return all tendered old debentures to you;

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extend the exchange offer and retain all old debentures tendered prior to the expiration of the exchange offer, subject, however, to your rights to withdraw the old debentures; or

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waive such unsatisfied conditions with respect to the exchange offer and accept all properly tendered old debentures which have not been withdrawn.

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indemnify you and certain parties related to you against certain liabilities including liabilities under the Securities Act; and

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provide, upon your request, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such old debentures pursuant to Rule 144A.

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certificates representing old debentures for shares not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of old debentures tendered;

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the old debentures tendered are registered in the name of any person other than the person signing the letter of transmittal; or

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a transfer tax is imposed for any reason other than the exchange of the old debentures pursuant to the exchange offer.

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to a person to whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act;

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in a transaction meeting the requirements of Rule 144 under the Securities Act;

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outside the United States to a foreign person in a transaction meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act;

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in accordance with another exemption from the registration requirements of the Securities Act and based upon an opinion of counsel if we so request;

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to us; or

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pursuant to an effective registration statement.

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(a)

On June 28, 2002, we entered into our New Credit Agreement. Our New Credit Agreement provides us with $100 million of A term loans, $350 million of B term loans and up to $400 million of revolving loans. We also have $4.5 million of bank revolving loans available under our Canadian Bank Facility. At June 30, 2002, after taking into account outstanding letters of credit of $17.3 million, borrowings available under the revolving credit facilities of our credit agreements were $229.5 million. At June 30, 2002, we expected to repay $157.7 million of revolving loans and $1.8 million of term loans within one year.

(b)

After the private offering, we have $500 million aggregate principal amount of 9% debentures outstanding. The $505.9 million amount in the capitalization table above includes a $5.9 million unamortized premium paid to us on the debentures issued in the private offering. This premium is being amortized over the remaining life of the debentures.

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(a)

On October 1, 2000, we acquired RXI. The acquisition was accounted for as a purchase transaction and the results of operations have been included with our consolidated results of operations from the date of acquisition.

(b)

On June 1, 1998, we acquired CS Can. The acquisition was accounted for as a purchase transaction and the results of operations have been included with our consolidated results of operations from the date of acquisition.

(c)

In connection with our IPO, we recognized a non-cash charge of $22.5 million at the time of our IPO for the excess of the fair market value over the grant price of certain stock options, less $3.7 million previously accrued.

(d)

During the first quarter of 2002, certain assets of our metal food container business with carrying values that were previously written down were placed back in service. As a result, we recorded a pre-tax $2.3 million rationalization credit. You should also see Note 3 to our Condensed Consolidated Financial Statements for the six months ended June 30, 2002 included elsewhere in this prospectus. During 2001, we approved and announced plans primarily related to closing two metal food container facilities and a plastic container facility. These decisions resulted in pre-tax charges to earnings of $3.5 million for the first quarter and $5.8 million, net (including $3.0 million for the non-cash write-down in carrying value of assets) for the fourth quarter. In 1999, we approved and announced plans to close two manufacturing facilities of the metal food container business, resulting in a charge of $11.9 million (including $7.3 million for the non-cash write-down in carrying value of assets). Additionally, based upon a review of the depreciable assets of the metal food container business in 1999, we determined that adjustments were necessary to properly reflect net realizable values and recorded a non-cash, pre-tax write-down of $24.2 million in 1999 for the excess of carrying value over estimated net realizable value of machinery and equipment which had become obsolete or surplus. You should also see Note 3 to our Consolidated Financial Statements for the year ended December 31, 2001 included elsewhere in this prospectus.

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(e)

During 1997, we determined that it was more likely than not that future tax benefits arising from our net operating loss carryforwards would be realized in future years due to our continued improvement in earnings and the probability of future taxable income. Accordingly, in accordance with Statement of Financial Accounting Standards No. 109, we recognized an income tax benefit of $27.4 million for our recoverable net operating loss carryforwards.

(f)

As a result of a joint venture (Amcor White Cap, LLC) we formed with Schmalbach-Lubeca AG (whose interest in the joint venture was recently purchased by Amcor, Ltd.) to which we contributed our metal closure business, we no longer report the results of our remaining specialty packaging business, which had net sales of approximately $34.3 million, $33.1 million and $36.5 million in 2001, 2000 and 1999, respectively, as a separate business segment. The results of the Omni plastic container and Polystar easy-open plastic end businesses are reported with our plastic container business, and the results of the paperboard container business are reported with our metal food container business. The historical results of the metal closure business are reported separately. Prior year amounts have been restated to conform with the current presentation. You should also read Note 8 to our Condensed Consolidated Financial Statements for the six months ended June 30, 2002 and Note 18 to our Consolidated Financial Statements for the year ended December 31, 2001, each included elsewhere in this prospectus.

(g)

Income from operations in the selected segment data excludes (1) a rationalization credit of $2.3 million for the six months ended June 30, 2002 as referred to in footnote (d) above, (2) net charges of $9.3 million for the year ended December 31, 2001 as referred to in footnote (d) above, (3) charges of $36.1 million for the year ended December 31, 1999 as referred to in footnote (d) above, (4) the non-cash stock option charge of $22.5 million incurred as a result of our IPO in February 1997 as referred to in footnote (c) above, and (5) corporate expense.

(h)

Adjusted EBITDA means consolidated net income before equity in losses of affiliates, extraordinary items and preferred stock dividends, plus consolidated interest expense, income tax expense and depreciation and amortization expense, as adjusted to (1) add back rationalization charges ($9.3 million, net, for the year ended December 31, 2001 and $11.9 million for the year ended December 31, 1999, each as referred to in footnote (d) above), charges incurred for the reduction in carrying value of assets ($24.2 million for the year ended December 31, 1999 as referred to in footnote (d) above) and the non-cash charge of $22.5 million incurred in 1997 in connection with our IPO as referred to in footnote (c) above, and (2) subtract the rationalization credit of $2.3 million for the six months ended June 30, 2002 and the gain on assets contributed to affiliate of $4.9 million for the year ended December 31, 2001. We have included information regarding Adjusted EBITDA because management believes that many investors and lenders consider it important in assessing a company’s ability to service and incur debt. Accordingly, this information has been disclosed herein to permit a more complete analysis of our financial condition. Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other consolidated statement of income or cash flows data prepared in accordance with accounting principles generally accepted in the United States as a measure of our profitability or liquidity. You should also see our Consolidated Statements of Income and Consolidated Statements of Cash Flows, including the notes thereto, included elsewhere in this prospectus. Adjusted EBITDA does not take into account our debt service requirements and other commitments and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Additionally, Adjusted EBITDA is not computed in accordance with accounting principles generally accepted in the United States and may not be comparable to other similarly titled measures of other companies.

(i)

Depreciation and amortization excludes amortization of debt financing costs. For the six months ended June 30, 2001, depreciation and amortization includes goodwill amortization of $1.2 million for the metal food container business and $1.3 million for the plastic container business.

(j)

For purposes of computing the ratio of earnings to combined fixed charges and preferred stock dividends, earnings consist of income before income taxes plus fixed charges, excluding capitalized interest, and preferred stock dividends, and combined fixed charges and preferred stock dividends consist of interest, whether expensed or capitalized, minority interest expense, amortization of debt expense and discount or premium relating to any indebtedness, whether expensed or capitalized, such portion of rental expense that is representative of the interest factor in these rentals and preferred stock dividends.

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the benefits realized from rationalization and integration activities;

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economies of scale and the elimination of redundant costs related to acquisitions;

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the investment of capital for productivity improvements and manufacturing cost reductions; and

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an improved sales mix.

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volume benefits realized principally as a result of acquisitions;

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economies of scale and the elimination of redundant costs related to acquisitions;

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the investment of capital for productivity improvements; and

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an improved sales mix.

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(1)

Includes a rationalization credit of $2.3 million recorded in the first quarter of 2002 primarily relating to certain assets previously written down that were placed back in service. You should also read Note 3 to our Condensed Consolidated Financial Statements for the six months ended June 30, 2002 included elsewhere in this prospectus.

(2)

Includes a rationalization charge of $3.5 million recorded in the first quarter of 2001 relating to closing a manufacturing facility. You should also read Note 3 to our Condensed Consolidated Financial Statements for the six months ended June 30, 2002 included elsewhere in this prospectus.

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(1)

As a result of the White Cap joint venture, we no longer report the results of our remaining specialty packaging business, which had net sales of $34.3 million, $33.1 million and $36.5 million in 2001, 2000 and 1999, respectively, as a separate business segment. The results of the Omni plastic container and Polystar easy-open plastic end businesses are reported with our plastic container business, and the results of the paperboard container business are reported with our metal food container business. The historical results of the metal closure business are reported separately. Prior year amounts have been restated to conform with the current presentation.

(2)

Included in income from operations in 2001 are net rationalization charges of $9.3 million, consisting of $5.8 million (including $3.0 million for the non-cash write-down in carrying value of certain assets) relating primarily to closing two metal food container manufacturing facilities and $3.5 million relating to closing a plastic container manufacturing facility. Included in income from operations in 1999 are $36.1 million of rationalization charges, consisting of a charge of $11.9 million relating to the closing of two manufacturing facilities of the metal food container business (which included $7.3 million for the non-cash write-down in carrying value of assets) and a non-cash charge of $24.2 million for the excess of carrying value over estimated net realizable value of machinery and equipment of the metal food container business which had become obsolete or surplus. You should also read Note 3 to our Consolidated Financial Statements for the year ended December 31, 2001 included elsewhere in this prospectus.

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annual capital expenditures of $80 to $110 million;

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annual principal amortization payments of bank term loans under our senior secured credit facilities of approximately $1.8 million for the second half of 2002, $21.6 million for 2003 and $20.2 million for each of 2004 and 2005;

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our interest requirements, including interest on revolving loans (the principal amount of which will vary depending upon seasonal requirements) and bank term loans under our senior secured credit facilities, which bear fluctuating rates of interest, and the debentures; and

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payments of approximately $20 million for federal, state and foreign tax liabilities to White Cap in 2002, which will increase annually thereafter.

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steel and aluminum containers for human and pet food; and

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custom designed plastic containers and closures for personal care, health care, pharmaceutical, household and industrial chemical, food, pet care, agricultural chemical, automotive and marine chemical products.

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maintaining a flat, efficient organizational structure, resulting in low selling, general and administrative expenses as a percentage of total net sales;

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achieving and maintaining our economies of scale;

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investing in new technologies to increase manufacturing and production efficiency;

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rationalizing our existing plant structure; and

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serving our customers from our strategically located plants.

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silk screen decoration which enables the applications of images in multiple colors to the bottle;

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pressure sensitive decoration which uses a plastic film or paper label with an adhesive;

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heat transfer decoration which uses a plastic coated label applied by heat; and

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hot stamping decoration which transfers images from a die using metallic foils.

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(1)

An asterisk denotes beneficial ownership of 1 percent or less of our common stock.

(2)

Director of the Company, Silgan Containers and Silgan Plastics. Messrs. Silver and Horrigan currently intend to vote their shares as a block. Mr. Silver has sole investment power over 3,449,045.7 shares of common stock and Mr. Horrigan has sole investment power over 3,340,045.7 shares of common stock. As the sole general partner of Silver Family Limited Partnership, Mr. Silver shares investment power with Silver Family Limited Partnership over the 154,198.3 shares of common stock owned by such partnership. As the sole general partner of Horrigan Family Limited Partnership, Mr. Horrigan shares investment power with Horrigan Family Limited Partnership over the 154,198.3 shares of common stock owned by such partnership. In addition to the shares included in the above table, Messrs. Silver and Horrigan share voting and investment power with S&H over one share of common stock owned by S&H. The address for each of Messrs. Silver and Horrigan is 4 Landmark Square, Stamford, Connecticut 06901.

(3)

Director of the Company.

(4)

Mr. Rankin, formerly our Executive Vice President and Chief Financial Officer, retired as of June 30, 2002 and is no longer an officer of the Company. The total number of shares of common stock owned by all executive officers and directors as a group does not include the 105,672 shares of common stock beneficially owned by Mr. Rankin.

(5)

Includes 155,273 shares of common stock owned by Mr. Beam and 48,000 shares of common stock that may be acquired by Mr. Beam through the exercise of (i) vested stock options granted pursuant to our stock option plan and (ii) stock options granted pursuant to our stock option plan that will vest within 60 days after September 1, 2002.

(6)

This information is based solely upon our review of Amendment No. 1 to Schedule 13G filed by FMR Corp. and certain related parties with the Commission on or about February 14, 2002, reporting beneficial ownership as of December 31, 2001. FMR Corp. is a parent holding company which, along with Edward C. Johnson 3d (the Chairman of FMR Corp.) and Abigail P. Johnson (a director of FMR Corp.), reports that it has the sole power to dispose or direct the disposition of 2,017,700 shares and the sole power to vote or direct the voting of 11,000 of such shares owned by Fidelity Management Trust Company, a wholly owned subsidiary of FMR Corp., and 4,100 of such shares owned by Fidelity International Limited. Voting power with respect to the remainder of the shares is held by the boards of trustees of the respective funds which own the shares. One of these funds, Fidelity Low Priced Stock Fund, owns 1,784,100 shares. The business address for FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109.

(7)

Includes 142,400 shares of common stock that may be acquired through the exercise of (i) vested stock options granted pursuant to our stock option plan and (ii) stock options granted pursuant to our stock option plan that will vest within 60 days after September 1, 2002.

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be subordinated to all of our existing and future Senior Indebtedness (as defined below);

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be effectively subordinated to all existing and future liabilities (including trade payables) of our subsidiaries;

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rank equal in right of payment with all of our senior subordinated indebtedness (including the existing debentures and any old debentures that remain outstanding after the consummation of the exchange offer); and

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be senior in right of payment to all of our subordinated indebtedness.

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our dissolution, winding-up, liquidation or reorganization; or

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our bankruptcy, insolvency, receivership or other proceedings.

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there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness and the default shall not have been cured or waived by the holders of such Senior Indebtedness;

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any other event of default occurs and is continuing under the Credit Agreement that permits the acceleration of the maturity of the Credit Agreement for a period (a “Payment Blockage Period”) commencing on the earlier of the date of receipt of the notice of payment blockage from the Bank Agent or the date of such acceleration and ending 159 days thereafter; or

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any other event of default occurs and is continuing under any other Designated Senior Indebtedness (as defined below) that permits the acceleration of the maturity of the Designated Senior Indebtedness for a Payment Blockage Period commencing on the date of receipt by the Trustee of written notice from the trustee or other representative for the holders of such other Designated Senior Indebtedness and ending 119 days thereafter.

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all of our Indebtedness and other monetary obligations under the Credit Agreement, any Interest Rate Agreement or any Currency Agreement;

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all of our other Indebtedness (other than Indebtedness evidenced by the debentures, the registered debentures and the existing debentures), including principal and interest on such Indebtedness, unless such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is equal in right of payment with, or subordinated in right of payment to, the debentures;

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all fees, expenses and indemnities payable in connection with the Credit Agreement, Currency Agreements and Interest Rate Agreements; and

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interest accruing subsequent to events of bankruptcy at the rate provided for in the document governing such Indebtedness, whether or not such interest is an allowed claim enforceable against the debtor in a bankruptcy case under federal bankruptcy law.

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any of our Indebtedness that, when Incurred and without respect to any election under Section 1111(b) of the United States Bankruptcy Code, was without recourse to us;

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any of our Indebtedness to our subsidiaries or to a joint venture in which we have an interest;

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any of our Indebtedness (other than such Indebtedness under the Credit Agreement or under any Interest Rate Agreement or any Currency Agreement of the type described in the first bullet point in the definition of “Senior Indebtedness” above) of the type described in the second bullet point in the definition of “Senior Indebtedness” above not permitted by the “Limitation on Indebtedness” covenant discussed below;

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any repurchase, redemption or other obligation in respect of redeemable stock;

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any Indebtedness to any of our employees or officers or any of our subsidiaries;

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any liability for federal, state, local or other taxes owed or owing by us; or

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any Trade Payables.

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Indebtedness under the Credit Agreement, including refinancings; and

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any other Indebtedness constituting Senior Indebtedness that, at any date of determination, has an aggregate principal amount of at least $50 million and is specifically designated by us in the instrument creating or evidencing such Senior Indebtedness as “Designated Senior Indebtedness.”

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is a limited purpose trust company organized under the laws of the State of New York;

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a “banking organization” within the meaning of New York Banking Law;

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a member of the Federal Reserve System;

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a “clearing corporation” within the meaning of the Uniform Commercial Code; and

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a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

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be named as a selling security holder in the related prospectus;

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be required to deliver a prospectus to purchasers;

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be subject to certain of the civil liability provisions under the Securities Act; and

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be bound by the provisions of the registration rights agreement (including certain indemnification obligations).

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be denominated in a single currency, either in U.S. dollars or certain foreign currencies;

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be in a minimum aggregate amount for all lenders participating in a given tranche of at least $30 million (or the dollar equivalent);

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have a maturity date (fixed at the time of the making of the commitments for such loans) no earlier than the maturity date for the B term loans and a weighted average life to maturity of no less than the weighted average life to maturity for the B term loans;

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be used to finance permitted acquisitions and refinance any indebtedness assumed as a part of such permitted acquisition, to refinance or repurchase permitted subordinated debt and to repay outstanding revolving loans; and

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generally be secured and guaranteed.

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a citizen or resident of the United States;

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a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; and

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a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

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(1)

Excludes a rationalization credit of $2.3 million for the six months ended June 30, 2002 primarily relating to certain assets previously written down that were placed back in service.

(2)

Excludes a rationalization charge of $3.5 million for the six months ended June 30, 2001 relating to the closing of a manufacturing facility.

(3)

EBITDA means earnings before extraordinary items, equity in losses of affiliates, interest, income taxes, depreciation and amortization, as adjusted to add back rationalization charges and subtract rationalization credits. We believe EBITDA provides important information in enabling us to assess our ability to service and incur debt. EBITDA is not intended to be a measure of profitability in isolation or as a substitute for net income or other operating income or cash flow data prepared in accordance with accounting principles generally accepted in the United States.

(4)

Depreciation and amortization excludes debt cost amortization of $0.4 million for each of the three months ended June 30, 2002 and 2001, respectively, and $0.8 million for each of the six months ended June 30, 2002 and June 30, 2001, respectively. For the three months ended June 30, 2001, depreciation and amortization includes goodwill amortization of $0.6 million for the metal food container business and $0.7 million for the plastic container business. For the six months ended June 30, 2001, depreciation and amortization includes goodwill amortization of $1.2 million for the metal food container business and $1.3 million for the plastic container business.

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(1)

Excludes rationalization charges, net, of $5.8 million and $36.1 million recorded in 2001 and 1999, respectively.

(2)

Excludes a rationalization charge, net, of $3.5 million recorded in 2001.

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(1)

Net income for the first quarter of 2001 includes a pre-tax charge of $3.5 million incurred in connection with our rationalization of a plastic container facility. Net income for the third quarter of 2001 includes a pre-tax gain on assets contributed to affiliate of $5.3 million recorded in connection with the formation of the White Cap joint venture. Net income for the fourth quarter of 2001 includes a pre-tax charge of $5.8 million, net incurred in connection with our rationalization of certain metal food container facilities and a reduction of $0.4 million to the pre-tax gain on assets contributed to affiliate.

(2)

Earnings per share amounts are computed independently for each of the periods presented. Accordingly, the sum of the quarterly earnings per share amounts may not equal the total for the year.

(3)

Net income for the fourth quarter of 2000 includes an extraordinary loss of $4.2 million after-tax ($0.24 per basic share and $0.23 per diluted share) for the premium paid in connection with the redemption of the 13¼% Debentures and for the write-off of related unamortized financing costs.