-----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, QYbX9gnPBt0WrdeXtULnPUb/4q77rW8WiBO1skzP//0OQ6HRaFoJ5nr44BaFNDbA a9OwLYFZ3MLC7nfYbD5rTA== /in/edgar/work/20000627/0000950131-00-004092/0000950131-00-004092.txt : 20000920 0000950131-00-004092.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950131-00-004092 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: [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: 661173 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 0001.txt FORM 11-K 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, 1999 and 1998 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-11846 A. Full title of the Plan: APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: APTARGROUP, INC. 475 West Terra Cotta Avenue, Suite E Crystal Lake, Illinois 60014 Telephone: (815) 477-0424 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- INDEX TO FINANCIAL STATEMENTS AND SCHEDULES -------------------------------------------
Page ---- Report of Independent Accountants 1 Financial statements: Statement of Net Assets Available for Benefits, at December 31, 1999 and 1998 2 Statement of Changes in Net Assets Available for Benefits, for the years ended December 31, 1999 and 1998 3 Notes to Financial Statements 4-10 Supplemental schedules: Assets held for investment purposes at December 31, 1999 and 1998 (Schedule I) 11-14 Consent of Independent Accountants Exhibit 23
Note: Certain supplementary schedules have been omitted because they are not applicable 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 statement of net assets available for benefits and the related statement 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 (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States, 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Chicago, Illinois June 23, 2000 1 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, AT DECEMBER 31, 1999 AND 1998 -----------------------------
1999 1998 ----------- ----------- Assets: Investments, at market value Fidelity mutual funds Money Market Fund $ 7,325,805 $ 6,220,669 Magellan Fund 24,870,474 19,407,493 Growth and Income Fund 12,879,284 11,343,711 Managed Income Fund 1,958,298 2,155,435 Overseas Fund 1,033,146 717,505 Fidelity Asset Manager 809,725 341,549 AptarGroup Stock Fund 5,214,009 5,658,022 Participant loans 1,354,002 1,289,694 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $55,444,743 $47,134,078 =========== ===========
The accompanying notes are an integral part of this statement. 2 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 ----------------------------------------------
1999 1998 ----------- ----------- Income from Investments: Dividends $ 3,474,543 $ 2,003,494 Interest 121,339 100,484 Net appreciation in market value of assets 2,735,020 6,077,821 Contributions: Participant 3,140,511 3,063,697 Employer 1,036,233 985,278 Transfer from other plan 635,259 -- ----------- ----------- Total additions 11,142,905 12,230,774 ----------- ----------- Benefits paid to participants (2,826,947) (2,659,826) Administrative expenses (5,293) (4,279) ----------- ----------- Net increase in net assets available for benefits for the period 8,310,665 9,566,669 Net assets available for benefits, beginning of the period 47,134,078 37,567,409 ----------- ----------- Net assets available for benefits, end of the period $55,444,743 $47,134,078 =========== ===========
The accompanying notes are an integral part of this statement. 3 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 -------------------------- 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. 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. 4 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 -------------------------- 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 who 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 services 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. Basis of Presentation - --------------------- Certain previously reported amounts have been reclassified to conform to the current period presentation. 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. 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. 5 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 -------------------------- 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. Net realized gains for the years ended December 31, 1999 and 1998 were $165,293 and $485,401, respectively. 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, 1999 1998 ---------- ------------ Net assets available for benefits per the financial statements $ 55,444,743 $ 47,134,078 Amounts allocated to withdrawing participants (4,653,265) (2,610,329) ------------- ------------ Net assets available for benefits per the Form 5500 $ 50,791,478 $ 44,523,749 ============= ============
6 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 -------------------------- The following is a reconciliation of benefits paid to participants per the financial statements to the form 5500: Year ended December 31, 1999 Benefits paid to participants per the financial statements $ 2,826,947 Add: Amounts allocated to withdrawing participants at December 31, 1999 4,653,265 Less: Amounts allocated to withdrawing participants at December 31, 1998 (2,610,329) -------------- Benefits paid to participants per the Form 5500 $ 4,869,883 ============= 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 respective participant's account. Each participant note carries an interest rate equal to the prime rate plus one percent (at December 31, 1999 interest rates on outstanding notes ranged from 8.75% 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. 7 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 -------------------------- 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 ("IRC"). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in compliance with the requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 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. 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. 8 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 -------------------------- NOTE 6 - INVESTMENTS: --------------------- The cost and market value of investments at December 31, 1999 and 1998 are as follows:
Market 1999 Investments Cost Value - ------------------------------------ ----------- ----------- Money Market Fund Fidelity Money Market Fund, 7,325,805 shares $ 7,325,805 $ 7,325,805 Magellan Fund Fidelity Magellan Fund Portfolio, 182,028 shares 16,537,399 24,870,474 AptarGroup Stock Fund AptarGroup, Inc. Stock, 207,523 shares 4,151,291 5,214,009 Growth and Income Fund Fidelity Growth and Income Portfolio #027-0254927262, 273,098 shares 9,172,066 12,879,284 Managed Income Fund Fidelity Managed Income, 1,958,298 shares 1,958,298 1,958,298 Overseas Fund Fidelity Overseas Fund 21,519 shares 787,389 1,033,146 Asset Manager Fund Fidelity Asset Manager 44,055 shares 787,507 809,725 Participant Loans Range of interest rates 8.75-10% 0 1,354,002 ----------- ----------- $40,719,755 $55,444,743 =========== ===========
9 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 --------------------------
Market 1998 Investments Cost Value - ------------------------------------- ----------- ----------- Money Market Fund Fidelity Money Market Fund, 6,220,669 shares $ 6,220,669 $ 6,220,669 Magellan Fund Fidelity Magellan Fund Portfolio, 160,631 shares 13,090,938 19,407,493 AptarGroup Stock Fund AptarGroup, Inc. Stock, 201,619 shares 3,717,325 5,658,022 Growth and Income Fund Fidelity Growth and Income Portfolio #027-0254927262, 247,463 shares 7,567,928 11,343,711 Managed Income Fund Fidelity Managed Income, 2,155,435 shares 2,155,435 2,155,435 Overseas Fund Fidelity Overseas Fund 19,942 shares 669,565 717,505 Asset Manager Fund Fidelity Asset Manager 19,641 shares 355,683 341,549 Participant Loans Range of interest rates 8-10% 0 1,289,694 ----------- ----------- $33,777,543 $47,134,078 =========== ===========
NOTE 7 - TRANSFER OF ASSETS: ---------------------------- During 1999, net assets of $635,259 were transferred from the Liquid Molding Systems, Inc. 401(k) Plan. 10 Schedule I APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1999 --------------------
Number of Party Involved Description Shares - --------------------------------------- ------------ --------- Fidelity Money Market Trust Retirement Government Money Market Portfolio Mutual Fund 7,325,805 Fidelity Magellan Fund Portfolio Mutual Fund 182,028 AptarGroup, Inc. Stock* Common Stock 207,523 Fidelity Growth and Income Portfolio #027-0254927262 Mutual Fund 273,098 Fidelity Managed Income Fund Mutual Fund 1,958,298 Fidelity Overseas Fund Mutual Fund 21,519 Fidelity Asset Manager Mutual Fund 44,055 Participant Loans* Loan -- Range of interest rates 8.75% - 10%
* Party-in-interest 11 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1999 --------------------
Market Party Involved Cost Value - --------------------------------------- ----------- ----------- Fidelity Money Market Trust Retirement Government Money Market Portfolio $ -- $ 7,325,805 Fidelity Magellan Fund Portfolio -- 24,870,474 AptarGroup, Inc. Stock* -- 5,214,009 Fidelity Growth and Income Portfolio #027-0254927262 -- 12,879,284 Fidelity Managed Income Fund -- 1,958,298 Fidelity Overseas Fund -- 1,033,146 Fidelity Asset Manager -- 809,725 Participant Loans* -- 1,354,002 ----------- ----------- Range of interest rates 8.75% - 10% Total Assets Held for Investment $ -- $55,444,743 =========== ===========
*Party-in-interest 12 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 --------------------
Number of Party Involved Description Shares - ------------------------------------ ------------ --------- Fidelity Money Market Trust Retirement Government Money Market Portfolio Mutual Fund 6,220,669 Fidelity Magellan Fund Portfolio Mutual Fund 160,631 AptarGroup, Inc. Stock* Common Stock 201,619 Fidelity Growth and Income Portfolio #027-0254927262 Mutual Fund 247,463 Fidelity Managed Income Fund Mutual Fund 2,155,435 Fidelity Overseas Fund Mutual Fund 19,942 Fidelity Asset Manager Mutual Fund 19,641 Participant Loans* Loan -- Range of interest rates 8% - 10%
* Party-in-interest 13 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 --------------------
Market Party Involved Cost Value - ------------------------------------ ----------- ----------- Fidelity Money Market Trust Retirement Government Money Market Portfolio $ -- $ 6,220,669 Fidelity Magellan Fund Portfolio -- 19,407,493 AptarGroup, Inc. Stock* -- 5,658,022 Fidelity Growth and Income Portfolio #027-0254927262 -- 11,343,711 Fidelity Managed Income Fund -- 2,155,435 Fidelity Overseas Fund -- 717,505 Fidelity Asset Manager -- 341,549 Participant Loans* -- 1,289,694 ----------- ----------- Range of interest rates 8% - 10% Total Assets Held for Investment $ -- $47,134,078 =========== ===========
*Party-in-interest 14 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 23, 2000 15 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 23 Consent of Independent Accountants 17 16 EX-23 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-64320 and 33-80408) of AptarGroup, Inc. of our report dated June 23, 2000, relating to the financial statements of AptarGroup, Inc. Profit Sharing and Savings Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP Chicago, Illinois June 23, 2000 17 -----END PRIVACY-ENHANCED MESSAGE-----