-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HuPHMdie/DBw4DOTnf7UxQtbNXIikFiWNlyy8rYhT+Rvwi8oWY68kef/LdE2zmhi 2Ac3ZvZojqcmVozkM/BFhQ== 0000896622-98-000004.txt : 19980625 0000896622-98-000004.hdr.sgml : 19980625 ACCESSION NUMBER: 0000896622-98-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980624 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363853103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-11846 FILM NUMBER: 98653395 BUSINESS ADDRESS: STREET 1: 475 W TERRA COTTA AVE STREET 2: STE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154770424 MAIL ADDRESS: STREET 1: 475 W. TERRA COTTA AVE. SUITE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 11-K 1 PAGE> 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ----to---- COMMISSION FILE NUMBER 1-11846 APTARGROUP, INC. Profit Sharing and Savings Plan -------------------------------- (Full title of the Plan) APTARGROUP, INC. --------------------------- (Name of issuer of certain securities held pursuant to the Plan) 475 WEST TERRA COTTA AVENUE, SUITE E CRYSTAL LAKE, IL 60014 ------------------------------------ (Address of Issuer's Principal Executive Office and Plan) 2 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES -------------------------------------------- Title PAGE - ----- ---- Report of independent accountants 3 Financial statements: Statements of Net Assets Available for Benefits, with Fund Information, at December 31, 1997 and 1996 4-7 Statements of Changes in Net Assets Available for Benefits, with Fund Information, for the years ended December 31, 1997 and 1996 8-15 Notes to financial statements 16-23 Supplemental schedules: Assets held for investment purposes at December 31, 1997 (Schedule I) 24-25 Reportable transactions for year ended December 31, 1997 (Schedule II) 26-28 Consent of Independent Accountants Exhibit A Note: Supplementary schedules not included have been omitted because they are not applicable. 3 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants and the Administrative Committee of the AptarGroup, Inc. Profit Sharing and Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the AptarGroup,Inc. Profit Sharing and Savings Plan at December 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP Chicago, Illinois June 15, 1998 4 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1997 AND 1996 ----------------------------- Money Market Magellan Fund Fund ------------------ ------------------- ASSETS: 1997 1996 1997 1996 ---- ---- ---- ---- Investments, at market value $5,611,887 $5,451,545 $14,711,290 $11,727,436 Participant loans 1,052,002 846,506 -- -- --------- --------- ---------- ---------- $6,663,889 $ 6,298,051 $14,711,290 $11,727,436 ''''''''' ''''''''' '''''''''' '''''''''' Net assets available for benefits $6,663,889 $6,298,051 $14,711,290 $11,727,436 ''''''''' ''''''''' '''''''''' '''''''''' The accompanying notes are an integral part of this statement. 5 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), AT DECEMBER 31, 1997 AND 1996 -------------------------------- AptarGroup Growth and Stock Fund Income Fund --------------------- -------------------- ASSETS: 1997 1996 1997 1996 ---- ---- ---- ---- Investments, at market value $5,234,346 $3,191,712 $9,045,051 $5,535,499 Participant loans -- -- -- -- --------- --------- --------- --------- $5,234,346 $3,191,712 $9,045,051 $5,535,499 ''''''''' ''''''''' ''''''''' ''''''''' Net assets available for benefits $5,234,346 $3,191,712 $9,045,051 $5,535,499 ''''''''' ''''''''' ''''''''' ''''''''' The accompanying notes are an integral part of this statement. 6 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF NET ASSETS AVAILABLE, FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), AT DECEMBER 31, 1997 AND 1996 ----------------------------- Managed Overseas Income Fund Fund --------------------- ------------------ ASSETS: 1997 1996 1997 1996 ---- ---- ---- ---- Investments, at market value $1,199,213 $843,225 $535,777 $384,416 Participant loans -- -- -- -- --------- ------- ------- ------- $1,199,213 $843,225 $535,777 $384,416 ''''''''' ''''''' ''''''' ''''''' Net assets available for benefits $1,199,213 $843,225 $535,777 $384,416 ''''''''' ''''''' ''''''' ''''''' The accompanying notes are an integral part of this statement. 7 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), AT DECEMBER 31, 1997 AND 1996 ----------------------------- Fidelity Asset Manager TOTAL --------------------- --------------------- 1997 1996 1997 1996 ------- ------- ------- ------- ASSETS: Investments, at market value $177,843 $ 55,450 $36,515,407 $27,189,283 Participant loans -- -- 1,052,002 846,506 ------- ------- ---------- ---------- $177,843 $ 55,450 $37,567,409 $28,035,789 ''''''' ''''''' '''''''''' '''''''''' Net assets available for benefits $177,843 $ 55,450 $37,567,409 $28,035,789 ''''''' ''''''' ''''''''''' ''''''''''' The accompanying notes are an integral part of this statement. 8 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ---------------------------------------------- Money Market Magellan Fund Fund ------------------ ----------------- 1997 1996 1997 1996 ---- ---- ---- ---- Income from investments: Dividends and interest $ 313,210 $ 288,859 $ 956,946 $1,822,898 Net appreciation/ (depreciation) in market value of investments -- -- 2,119,177 (526,284) Contributions: Participant's 444,560 505,506 853,040 842,060 Employer's 176,868 185,665 273,884 306,813 ------- ------- --------- --------- Total additions: 934,638 980,030 4,203,047 2,445,487 ------- ------- --------- --------- Benefits paid to participants (405,192) (277,649) (324,388) (727,197) Administrative expenses (2,362) (3,196) (470) (633) Transfers between funds, net (161,246) (185,526) (894,335) (1,807,692) -------- --------- --------- --------- 9 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ---------------------------------------------- Money Market Magellan Fund Fund ------------------ ---------------------- 1997 1996 1997 1996 ----- ----- ----- ----- Net increase/ (decrease) in net assets available for benefits for the period $ 365,838 $ 513,659 $ 2,983,854 $ (90,035) Net assets available for benefits, beginning of the period 6,298,051 5,784,392 11,727,436 11,817,471 --------- --------- ---------- ---------- Net assets available for benefits, end of the period $6,663,889 $6,298,051 $14,711,290 $11,727,436 ''''''''' ''''''''' '''''''''' '''''''''' The accompanying notes are an integral part of this statement. 10 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ----------------------------------------------- AptarGroup Growth and Stock Fund Income Fund -------------------- ------------------- 1997 1996 1997 1996 ------ ------ ------ ------ Income from investments: Dividends and interest $ 39,783 $ 32,375 $ 400,205 $257,161 Net appreciation/ (depreciation) in market value of investments 1,787,044 (161,983) 1,505,007 553,537 Contributions: Participant's 335,079 290,730 630,976 419,972 Employer's 106,950 103,954 184,921 138,231 --------- ------- --------- --------- Total additions: 2,268,856 265,076 2,721,109 1,368,901 --------- ------- --------- --------- Benefits paid to participants (89,829) (123,299) (149,662) (394,385) Administrative expenses -- -- (687) (484) Transfers between funds, net (136,393) 379,013 938,792 1,349,797 -------- -------- --------- --------- 11 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN -------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ----------------------------------------------- AptarGroup Growth and Stock Fund Income Fund ------------------- ----------------- 1997 1996 1997 1996 ------ ------ ------ ------ Net increase/ (decrease) in net assets available for benefits for the period $ 2,042,634 $ 520,790 $3,509,552 $2,323,829 Net assets available for benefits, beginning of the period 3,191,712 2,670,922 5,535,499 3,211,670 --------- --------- --------- --------- Net assets available for benefits, end of the period $ 5,234,346 $ 3,191,712 $9,045,051 $5,535,499 ''''''''' ''''''''' ''''''''' ''''''''' The accompanying notes are an integral part of this statement. 12 APTARGROUP, INC PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF CHANES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ---------------------------------------------- Managed Overseas Income Fund Fund -------------------- -------------------- 1997 1996 1997 1996 ------ ------ ------ ------ Income from investments: Dividends and interest $ 80,864 $ 52,111 $ 28,551 $ 23,557 Net appreciation/ (depreciation) in market value of investments -- -- 1,345 928 Contributions: Participant's 134,163 116,348 51,933 30,782 Employer's 38,529 40,086 18,374 11,575 ------- ------- ------- ------ Total additions: 253,556 208,545 100,203 66,842 ------- ------- ------- ------ Benefits paid to participants (46,871) (75,713) (1,134) (21) Administrative expenses (283) (170) -- -- Transfers between funds, net 149,586 (95,525) 52,292 317,595 -------- ------ ------- ------- 13 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN -------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ----------------------------------------------- Managed Overseas Income Fund Fund -------------------- ------------------ 1997 1996 1997 1996 ------ ------ ------ ------ Net increase/ (decrease) in net assets available for benefits for the period $ 355,988 $ 37,137 $ 151,361 $384,416 Net assets available for benefits, beginning of the period 843,225 806,088 384,416 -- ----------- ---------- -------- -------- Net assets available for benefits, end of the period $ 1,199,213 $ 843,225 $ 535,777 $384,416 '''''''''' '''''''''' '''''''' '''''''' The accompanying notes are an integral part of this statement. 14 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ---------------------------------------------- Asset Manager Total ----------------------- ----------------------- 1997 1996 1997 1996 ----- ----- ----- ----- Income from investments: Dividends and interest $ 15,047 $ 3,478 $ 1,834,606 $ 2,480,439 Net appreciation/ (depreciation) in market value of investments 16,563 (940) 5,429,136 (134,742) Contributions: Participant's 31,194 8,209 2,480,945 2,213,607 Employer's 9,970 2,408 809,496 788,732 ------ ------ ---------- --------- Total additions: 72,774 13,155 10,554,183 5,348,036 ------ ------ ---------- --------- Benefits paid to participants (1,685) (43) (1,018,761) (1,598,307) Administrative expenses -- -- (3,802) (4,483) Transfers between funds, net 51,304 42,338 -- -- -------- ------- ---------- ---------- 15 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 ---------------------------------------------- Asset Manager Total ----------------------- ----------------------- 1997 1996 1997 1996 ----- ----- ----- ----- Net increase/ (decrease) in net assets available for benefits for the period $122,393 $ 55,450 $ 9,531,620 $ 3,745,246 Net assets available for benefits, beginning of the period 55,450 -- 28,035,789 24,290,543 ------- ------- ---------- ---------- Net assets available for benefits, end of the period $177,843 $ 55,450 $37,567,409 $28,035,789 ''''''' ''''''' '''''''''' '''''''''' The accompanying notes are an integral part of this statement. 16 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1996 -------------------------------- NOTE 1 - DESCRIPTION OF THE PLAN - --------------------------------- The AptarGroup, Inc. Profit Sharing and Savings Plan (the "Plan"), established on April 22, 1993, covers eligible full-time employees of AptarGroup, Inc. and certain of its subsidiaries (the "Company" or the "Employer"). The Plan is administered by a committee appointed by the Company, consisting of Company employees. An employee becomes eligible to participate at the beginning of each quarter after the completion of six months of service. Participation is elective and is exercised by means of authorizing contributions of salary to the Plan of not less than 1 percent and not more than 16 percent of earnings (subject to Internal Revenue Code limitations). Participants' earnings are generally defined as total compensation for services rendered to the Employer. Participants may elect to suspend their contributions at any time. Eligible employees will not share in any Employer contributions for any period in which they voluntarily suspend their contributions or do not participate in the Plan. Active participation can be elected again on the next regular enrollment date. The amount of Employer contributions is determined annually by the Employer. Such contributions are computed as a matching percentage of each participant's contribution within specified limits. Investment funds available that participants may select include the Money Market Fund, Magellan Fund, Managed Income Fund, Growth and Income Fund, Overseas Fund, Asset Manager and the AptarGroup Stock Fund. A participant may elect to transfer certain portions of his or her account in the Plan from one fund to another up to twelve times per year subject to certain restrictions between the Money Market Fund and Managed Income Fund. 17 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS (CONT'D) DECEMBER 31, 1997 AND 1996 --------------------------------------- Fidelity Management Trust Company is the trustee for the AptarGroup, Inc. Profit Sharing and Savings Plan, which includes separately the Money Market Fund, Magellan Fund, Growth and Income Fund, Managed Income Fund, Overseas Fund, Asset Manager Fund and AptarGroup Stock Fund. Trusteeship of the AptarGroup Stock Fund transferred to Fidelity Management Trust Company from CTC Illinois Trust Company effective May 1, 1997. Each participant is fully vested in his or her contributions at all times. Vesting of the Employer contribution occurs at the rate of 20 percent per year on a cumulative basis for each year of service with a participating Employer. Upon withdrawal from the Plan, the participant will receive the amount of his or her contributions plus the vested portion of his or her Employer contributions. When a participant terminates employment for any reason other than retirement after age 65, death, or disability, the nonvested amounts of the Employer contributions will be used to reduce contributions of the Employer. Nonvested amounts for participants which terminate employment for any reason other than retirement after age 65, death, or disability, will be reinstated if reemployment by the Employer occurs prior to incurring five consecutive one year breaks in service as defined by the Plan agreement. Further information about the Plan and the vesting and benefit provisions is contained in the Summary Plan Description, which is available from the Plan Administrator. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------- Basis of accounting - ------------------- The financial statements of the Plan have been prepared on the accrual basis of accounting. Valuation of investments - ------------------------ All investments are stated at current market prices in actively traded markets. Participant loans are valued at cost, which approximates fair market value. 18 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS (CONT'D) DECEMBER 31, 1997 AND 1996 -------------------------------------- Contributions - ------------- Employer and employee contributions are invested directly in appropriate funds based upon employee elections made at the date of enrollment or through authorized changes in elections. Use of estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets and changes thereto. Actual amounts could differ from those estimates. Security transactions and investment income - ------------------------------------------- Purchases and sales of securities, including related gains and losses, are recorded as of the trade date. Unsettled security investments represent transactions entered into prior to the end of the accounting period for which cash settlement is made in a subsequent period. Interest income is recorded when earned. Dividend income is recorded on the ex-dividend date. In accordance with the policy of stating investments at current value, net appreciation or depreciation is reflected in the Statement of Changes in Net Assets Available for Benefits. This net appreciation consists of realized and unrealized gains and losses. Realized gains and losses are calculated as the difference between proceeds from a sales transaction and cost determined on an average basis, revalued at each year-end. Unrealized gains and losses are calculated as the change in the fair value between the beginning of the year (or purchase date if later) and the end of the year. Realized gains (losses) for the years ended December 31, 1997 and 1996 were $483,660 and $(154,276) respectively. 19 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN -------------------------------- NOTES TO FINANCIAL STATEMENTS (CONT'D) DECEMBER 31, 1997 AND 1996 -------------------------------------- Benefit payments - ---------------- The plan follows the method of accounting for benefit payment obligations to terminated employees based upon American Institute of Certified Public Accountants ("AICPA") guidance for accounting and disclosure by employee benefit plans. Based on this accounting method, participant distributions payable at year-end are not presented as a liability in the Statement of Net Assets Available for Benefits or as benefit payments in the Statement of Changes in Net Assets Available for Benefits. This treatment results in a difference between benefit payments in the Plan's Form 5500 and the benefit payments in the financial statements. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1997 1996 ---- ---- Net assets available for benefits per the financial statements $37,567,409 $28,035,789 Amounts allocated to withdrawing participants ( 3,055,014) ( 1,445,868) ------------ ------------ Net assets available for benefits per the Form 5500 $34,512,395 $26,589,921 '''''''''''' '''''''''''' The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1997 ---------------------------- Benefits paid to participants per the financial statements $1,018,761 Add: Amounts allocated to withdrawing participants at December 31, 1997 3,055,014 Less: Amounts allocated to withdrawing participants at December 31, 1996 (1,445,868) ----------- Benefits paid to participants per the Form 5500 $2,627,907 ''''''''''' 20 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS (CONT'D) DECEMBER 31, 1997 AND 1996 -------------------------------------- Trustee and administrative expenses - ----------------------------------- Expenses incurred in the administration of the Plan, except for loan service fees which are paid by the participants, are paid by the Company. NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS - --------------------------------------- Party-in-interest transactions consisted of loans made to participants and investments in the AptarGroup Stock Fund. These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder. The Plan provides that a participant may, for specified reasons, borrow from the Plan an amount not to exceed the lesser of 50 percent of the participant's vested account balance or $50,000. Each participant loan is evidenced by a note and is considered an investment to that participant's account. Accordingly, principal and interest payments are credited to the respective participant's account. Each participant note carries an interest rate equal to the prime rate plus one percent (at December 31,1997 interest rates on outstanding notes ranged from 7.0% to 10.0%) charged by the Trustee on the date of the loan, and repayment occurs through payroll withholding over a period not to exceed 60 months. Stock in the AptarGroup Stock Fund was acquired by the Trustee in 1997 and 1996 on behalf of investment elections by participants in the Plan. NOTE 4 - FEDERAL INCOME TAX STATUS - ---------------------------------- The Internal Revenue Service has determined, and informed the Company by a letter dated March 27, 1995, that the Plan and related Trust are designed in accordance with applicable sections of the Internal Revenue Code. NOTE 5 - AMENDMENT AND TERMINATION OF PLAN - ------------------------------------------ The Plan may be amended at any time by the Company. However, no amendment may adversely affect the current rights of the participants in the Plan with respect to contributions made prior to the date of the amendment. 21 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN -------------------------------- NOTES TO FINANCIAL STATEMENTS (CONT'D) DECEMBER 31, 1997 AND 1996 ------------------------------------- Employer contributions may be discontinued and the Company may terminate its participation in the Plan at any time. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) applicable to defined contribution plans. Since the Plan provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account and any income, expenses, gains and losses attributed thereto, its benefits are not insured by the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA. 22 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN -------------------------------- NOTES TO FINANCIAL STATEMENTS (CONT'D) DECEMBER 31, 1997 AND 1996 ------------------------------------- NOTE 6 - INVESTMENTS: - --------------------- The cost and market value of investments at December 31, 1997 and 1996 are as follows: Market 1997 Investments Cost Value - ---------------- ----- ------- Money Market Fund- Fidelity Money Market Fund, 5,611,887 shares $ 5,611,887 $ 5,611,887 Magellan Fund- Fidelity Magellan Fund Portfolio, 154,417 shares 11,792,938 14,711,290 AptarGroup Stock Fund- AptarGroup, Inc. Stock, 94,313 shares 2,944,748 5,234,346 Growth and Income Fund- Fidelity Growth and Income Portfolio #027-0254927262, 237,403 shares 6,686,379 9,045,051 Managed Income Fund- Fidelity Managed Income, 1,199,213 shares 1,199,213 1,199,213 Overseas Fund- Fidelity Overseas Fund 16,465 shares 540,447 535,777 Asset Manager Fund- Fidelity Asset Manager 9,692 shares 174,215 177,843 Participant Loans- Range of interest rates 7-10% 1,052,002 1,052,002 ----------- ----------- $30,001,829 $37,567,409 ''''''''''' ''''''''''' 23 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN -------------------------------- NOTES TO FINANCIAL STATEMENTS (CONT'D) DECEMBER 31, 1997 AND 1996 ------------------------------------- Market 1996 Investments Cost Value - ---------------- ----- ------- Money Market Fund- Fidelity Money Market Fund, 5,451,545 shares $ 5,451,545 $ 5,451,545 Magellan Fund- Fidelity Magellan Fund Portfolio, 145,411 shares 10,555,922 11,727,436 AptarGroup Stock Fund- AptarGroup, Inc. Stock, 90,545 shares 2,483,054 3,191,712 Growth and Income Fund- Fidelity Growth and Income Portfolio #027-0254927262, 180,133 shares 4,444,659 5,535,499 Managed Income Fund- Fidelity Managed Income, 843,225 shares 843,225 843,225 Overseas Fund- Fidelity Overseas Fund 12,465 shares 383,723 384,416 Asset Manager Fund- Fidelity Asset Manager 3,367 shares 56,378 55,450 Participant Loans- Range of interest rates 7-11% 846,506 846,506 ----------- ----------- $25,065,012 $28,035,789 ''''''''''' ''''''''''' 24 SCHEDULE I APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1997 -------------------- Number of Party Involved Description Shares - ---------------------- ------------ ---------- Fidelity Money Market Trust Retirement Government Money Market Portfolio Mutual Fund 5,611,887 Fidelity Magellan Fund Portfolio Mutual Fund 154,417 AptarGroup, Inc. Stock * Common Stock 94,313 Fidelity Growth and Income Portfolio #027-0254927262 Mutual Fund 237,403 Fidelity Managed Income Fund Mutual Fund 1,199,213 Fidelity Overseas Fund Mutual Fund 16,465 Fidelity Asset Manager Mutual Fund 9,692 Participant Loans * Loan -- * Party-in-interest 25 SCHEDULE I APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN (CONT'D) ---------------------------------------- ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1997 -------------------- Party Involved Cost Market Value - ------------------------- ------ ------------- Fidelity Money Market Trust Retirement Government Money Market Portfolio $ 5,611,887 $ 5,611,887 Fidelity Magellan Fund Portfolio 11,792,938 14,711,290 AptarGroup, Inc. Stock * 2,944,748 5,234,346 Fidelity Growth and Income Portfolio #027-0254927262 6,686,379 9,045,051 Fidelity Managed Income Fund 1,199,213 1,199,213 Fidelity Overseas Fund 540,447 535,777 Fidelity Asset Manager 174,215 177,843 Participant Loans * 1,052,002 1,052,002 ---------- ---------- Total Assets Held for Investment $30,001,829 $37,567,409 '''''''''' '''''''''' * Party-in-interest 26 SCHEDULE II APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN -------------------------------- REPORTABLE TRANSACTIONS For the Year Ended December 31, 1997 ------------------------------------- AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE -------------------------------------------- Description No. of Purchase Selling Party involved of investment transactions price price - -------------------- ------------- ------------- -------- --------- Fidelity Magellan Fund Mutual fund 127 $2,906,107 $ -- Fidelity Magellan Fund Mutual fund 65 -- 2,041,430 Fidelity Money Market Trust Mutual fund 91 1,592,433 -- Fidelity Money Market Trust Mutual fund 70 -- 1,432,091 Fidelity Growth & Income Mutual fund 112 3,136,693 -- Fidelity Growth & Income Mutual fund 48 -- 1,132,149 Managed Income Fund Mutual fund 62 1,325,794 -- Managed Income Fund Mutual fund 48 -- 969,806 AptarGroup Stock Fund * Common stock 69 906,222 -- AptarGroup Stock Fund * Common stock 31 -- 650,632 Fidelity Overseas Fund Mutual fund 50 407,278 -- Fidelity Overseas Fund Mutual fund 16 -- 257,263 Fidelity Asset Manager Mutual fund 38 256,929 -- Fidelity Asset Manager Mutual fund 6 -- 151,099 * Party-in-interest 27 SCHEDULE II APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN (CONT'D) ---------------------------------------- REPORTABLE TRANSACTIONS For the Year Ended December 31, 1997 ------------------------------------- AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE -------------------------------------------- Lease Expense Party involved rental incurred - ---------------------- ------- --------- Fidelity Magellan Fund -- -- Fidelity Magellan Fund -- -- Fidelity Money Market Trust -- -- Fidelity Money Market Trust -- -- Fidelity Growth & Income -- -- Fidelity Growth & Income -- -- Managed Income Fund -- -- Managed Income Fund -- -- AptarGroup Stock Fund * -- -- AptarGroup Stock Fund * -- -- Fidelity Overseas Fund -- -- Fidelity Overseas Fund -- -- Fidelity Asset Manager -- -- Fideltiy Asset Manager -- -- * Party-in-interest 28 SCHEDULE II APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN (CONT'D) ---------------------------------------- REPORTABLE TRANSACTIONS For the Year Ended December 31, 1997 ------------------------------------- AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE -------------------------------------------- Current Net Cost value gain Party involved of asset transaction date or (loss) - ---------------------- ---------- ----------------- ----------- Fidelity Magellan Fund $ -- $ 2,906,107 $ -- Fidelity Magellan Fund 1,669,092 2,041,430 372,338 Fidelity Money Market Trust -- 1,592,433 -- Fidelity Money Market Trust 1,432,091 1,432,091 -- Fidelity Growth & Income -- 3,136,693 -- Fidelity Growth & Income 894,974 1,132,149 237,175 Managed Income Fund -- 1,325,794 -- Managed Income Fund 969,806 969,806 -- AptarGroup Stock Fund * -- 906,222 -- AptarGroup Stock Fund * 444,528 650,632 206,104 Fidelity Overseas Fund -- 407,278 -- Fidelity Overseas Fund 250,554 257,262 6,708 Fidelity Asset Manager -- 256,929 -- Fidelity Asset Manager 139,093 151,099 12,006 * Party-in-interest 29 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, AptarGroup, Inc., as plan administrator, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AptarGroup, Inc. By: AptarGroup, Inc., as Plan Administrator By: /s/Lawrence Lowrimore ---------------------- Lawrence Lowrimore Vice President-Human Resources June 24, 1998 30 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ------------ -------------------- A Consent of Independent Accountants 31 31 EXHIBIT A CONSENT OF INDEPENDENT ACCOUNTANTS ----------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-80408) of AptarGroup, Inc. of our report dated June 15, 1998 appearing on page 3 of this Form 11-K. /S/ Price Waterhouse LLP - ------------------------ Price Waterhouse LLP Chicago, Illinois June 19, 1998 -----END PRIVACY-ENHANCED MESSAGE-----