-----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, K5Z/bj+mnIjDf5p/1UE0CjVCroK7P6qNwC+H1tKhgKbRhi6N9GSJv2lgEEYYaReK BjpPiSBCOcJQ1zvCHV/KOA== 0000950131-99-004016.txt : 19990630 0000950131-99-004016.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950131-99-004016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654143 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 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1998 and 1997 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: APTAR GROUP, INC. PROFIT SHARING & SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: APTAR GROUP, 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 3 Financial statements: Statement of Net Assets Available for Benefits, with Fund Information, at December 31, 1998 and 1997 4-7 Statement of Changes in Net Assets Available for Benefits, with Fund Information, for the years ended December 31, 1998 and 1997 8-15 Notes to Financial Statement 16-22 Supplemental schedules: Assets held for investment purposes at December 31, 1998 and 1997 (Schedule I) 23-26 Reportable transactions for year ended December 31, 1998 and 1997(Schedule II) 27-32 Consent of Independent Accountants Exhibit A Note: Certain supplementary schedules have been omitted because they are not applicable. 2 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 (the "Plan") at December 31, 1998 and 1997, 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 are the responsibility of the Plan's management. 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/ PricewaterhouseCoopers LLP Chicago, Illinois June 15, 1999 3 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1998 AND 1997 -----------------------------
Money Market Magellan Fund Fund ---------------------- ------------------------ Assets: 1998 1997 1998 1997 ---------------------- ------------------------ Investments, at market value $6,220,669 $5,611,887 $19,407,493 $14,711,290 Participant loans 1,289,694 1,052,002 -- -- ---------- ---------- ----------- ----------- $7,510,363 $6,663,889 $19,407,493 $14,711,290 ========== ========== =========== =========== Net assets available for benefits $7,510,363 $6,663,889 $19,407,493 $14,711,290 ========== ========== =========== ===========
The accompanying notes are an integral part of this statement. 4 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1998 AND 1997 -----------------------------
AptarGroup Growth and Stock Fund Income Fund ---------------------- ----------------------- Assets: 1998 1997 1998 1997 ---------------------- ----------------------- Investments, at market value $5,658,022 $5,234,346 $11,343,711 $9,045,051 Participant loans -- -- -- -- ---------- ---------- ----------- ---------- $5,658,022 $5,234,346 $11,343,711 $9,045,051 ========== ========== =========== ========== Net assets available for benefits $5,658,022 $5,234,346 $11,343,711 $9,045,051 ========== ========== =========== ==========
The accompanying notes are an integral part of this statement. 5 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1998 AND 1997 -----------------------------
Managed Overseas Income Fund Fund ---------------------- ------------------ Assets: 1998 1997 1998 1997 ---------------------- ------------------ Investments, at market value $2,155,435 $1,199,213 $717,505 $535,777 Participant loans -- -- -- -- ---------- ---------- -------- -------- $2,155,435 $1,199,213 $717,505 $535,777 ========== ========== ======== ======== Net assets available for benefits $2,155,435 $1,199,213 $717,505 $535,777 ========== ========== ======== ========
The accompanying notes are an integral part of this statement. 6 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1998 AND 1997 -----------------------------
Fidelity Asset Manager Total ------------------- ------------------------ Assets: 1998 1997 1998 1997 ------------------- ------------------------ Investments, at market value $341,549 $177,843 $45,844,384 $36,515,407 Participant loans -- -- 1,289,694 1,052,002 -------- -------- ----------- ----------- $341,549 $177,843 $47,134,078 $37,567,409 ======== ======== =========== =========== Net assets available for benefits $341,549 $177,843 $47,134,078 $37,567,409 ======== ======== =========== ===========
The accompanying notes are an integral part of this statement. 7 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
Money Market Magellan Fund Fund ----------------------- ------------------------ 1998 1997 1998 1997 ----------------------- ------------------------ Income from Investments: Dividends and Interest $ 332,601 $ 313,210 $ 932,808 $ 956,946 Net Appreciation/ (depreciation) in market value of investments -- -- 4,023,685 2,119,177 Contributions: Participant's 481,012 444,560 1,013,841 853,040 Employer's 188,658 176,868 320,559 273,884 ---------- --------- ----------- ---------- Total additions: 1,002,271 934,638 6,290,893 4,203,047 ---------- --------- ----------- ---------- Benefits paid to participants (288,838) (405,192) (1,241,225) (324,288) Administrative Expenses (2,476) (2,362) (658) (470) Transfers between Funds, net 135,517 (161,246) (352,807) (894,335) ---------- --------- ----------- ----------
The accompanying notes are an integral part of this statement. 8 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
Money Market Magellan Fund Fund ---------------------- ------------------------- 1998 1997 1998 1997 ---------------------- ------------------------- Net increase/ (decrease) in net assets available for benefits for the period $ 846,474 $ 365,838 $ 4,696,203 $ 2,983,854 Net assets available for benefits, beginning of the period 6,663,889 6,298,051 14,711,290 11,727,436 ---------- ---------- ----------- ----------- Net assets available for benefits, end of the period $7,510,363 $6,663,889 $19,407,493 $14,711,290 ========== ========== =========== ===========
The accompanying notes are an integral part of this statement. 9 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
AptarGroup Growth & Stock Fund Income Fund ---------------------- ----------------------- 1998 1997 1998 1997 ---------------------- ----------------------- Income from Investments: Dividends and Interest $ 48,043 $ 39,783 $ 626,167 $ 400,205 Net Appreciation/ (depreciation) in market value of investments 96,254 1,787,044 1,909,016 1,505,007 Contributions: Participant's 463,415 335,079 780,625 630,976 Employer's 148,598 106,950 232,835 184,921 --------- ---------- ---------- ---------- Total additions: 756,310 2,268,856 3,548,643 2,721,109 --------- ---------- ---------- ---------- Benefits paid to participants (647,129) (89,829) (426,217) (149,662) Administrative Expenses -- -- (854) (687) Transfers between Funds, net 314,495 (136,393) (822,912) (938,792) --------- ---------- ---------- ----------
The accompanying notes are an integral part of this statement. 10 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
AptarGroup Growth & Stock Fund Income Fund --------------------- ----------------------- 1998 1997 1998 1997 --------------------- ----------------------- Net increase/ (decrease) in net assets available for benefits for the period $ 423,676 $2,042,634 $2,298,660 $3,509,552 Net assets available for benefits, beginning of the period 5,234,346 3,191,712 9,045,051 5,535,499 ---------- ---------- ---------- ---------- Net assets available for benefits, end of the period $5,658,022 $5,234,346 $11,343,711 $9,045,051 ========== ========== =========== ==========
The accompanying notes are an integral part of this statement. 11 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
Managed Overseas Income Fund Fund ------------------- ------------------- 1998 1997 1998 1997 --------- -------- -------- -------- Income from Investments: Dividends and Interest $ 90,343 $ 80,864 $ 17,424 $ 28,551 Net Appreciation/ (depreciation) in market value of investments -- -- 66,146 1,345 Contributions: Participant's 150,136 134,163 100,562 51,933 Employer's 46,720 38,529 28,388 18,374 -------- -------- -------- -------- Total additions: 287,199 253,556 212,520 100,203 -------- -------- -------- -------- Benefits paid to participants (24,985) (46,871) (27,466) (1,134) Administrative Expenses (235) (283) (15) -- Transfers between Funds, net 694,243 149,586 (3,311) 52,292 -------- -------- -------- --------
The accompanying notes are an integral part of this statement. 12 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
Managed Overseas Income Fund Fund -------------------- ----------------- 1998 1997 1998 1997 ---------------------- ------------------ Net increase/ (decrease) in net assets available for benefits for the period $ 956,222 $ 355,988 $181,728 $151,361 Net assets available for benefits, beginning of the period 1,199,213 843,225 535,777 384,416 ---------- -------- -------- -------- Net assets available for benefits, end of the period $2,155,435 $1,199,213 $717,505 $535,777 ========== ========== ======== ========
The accompanying notes are an integral part of this statement. 13 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
Asset Manager Total ------------------- ------------------------- 1998 1997 1998 1997 --------- -------- ------------------------- Income from Investments: Dividends and Interest $ 56,592 $15,047 $ 2,103,978 $ 1,834,606 Net Appreciation/ (depreciation) in market value of investments (17,280) 16,563 6,077,821 5,429,136 Contributions: Participant's 74,106 31,194 3,063,697 2,480,945 Employer's 19,520 9,970 985,278 809,496 -------- ------- ----------- ----------- Total additions: 132,938 72,774 12,230,774 10,554,183 -------- ------- ----------- ----------- Benefits paid to participants (3,966) (1,685) (2,659,826) (1,018,761) Administrative Expenses (40) -- (4,279) (3,802) Transfers between Funds, net 34,774 51,304 -- -- -------- ------- ----------- -----------
The accompanying notes are an integral part of this statement. 14 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
Asset Manager Total ------------------ ------------------------ 1998 1997 1998 1997 ------------------ ------------------------ Net increase/ (decrease) in net assets available for benefits for the period $163,706 $122,393 $ 9,566,669 $ 9,531,620 Net assets available for benefits, beginning of the period 177,843 55,450 37,567,409 28,035,789 -------- -------- ----------- ----------- Net assets available for benefits, end of the period $341,549 $177,843 $47,134,078 $37,567,409 ======== ======== =========== ===========
The accompanying notes are an integral part of this statement. 15 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- 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. Trusteeship of the AptarGroup Stock Fund transferred to Fidelity Management Trust Company from CTC Illinois Trust Company effective May 1, 1997. 16 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 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 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. 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. 17 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- 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, 1998 and 1997 were $485,401 and $483,660 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, 1998 1997 ---------- ----------- Net assets available for benefits per the financial statements $47,134,078 $37,567,409 Amounts allocated to withdrawing participants (2,610,329) (3,055,014) ---------- ----------- Net assets available for benefits per the Form 5500 $44,523,749 $34,512,395 ========== ===========
18 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- The following is a reconciliation of benefits paid to participants per the financial statements to the form 5500:
Year ended December 31, 1998 Benefits paid to participants per the financial statements $ 2,659,826 Add: Amounts allocated to withdrawing participants at December 31, 1998 2,610,329 Less: Amounts allocated to withdrawing participants at December 31, 1997 (3,055,014) ----------- Benefits paid to participants per the Form 5500 $ 2,215,141 ===========
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, 1998 interest rates on outstanding notes ranged from 8.0% 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 on behalf of investment elections by participants in the Plan. 19 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- 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. 20 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- NOTE 6 - INVESTMENTS: --------------------- The cost and market value of investments at December 31, 1998 and 1997 are as follows:
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 Manger 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 =========== ===========
21 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 ----------------------------------------------
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 Manger 9,692 shares 174,215 177,843 Participant Loans - Range of interest rates 7-10% 0 1,052,002 ----------- ----------- $28,949,827 $37,567,409 =========== ===========
22 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 Manger Mutual Fund 19,641 Participant Loans* Loan -- * Party-in-interest
23 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 $ 6,220,669 Fidelity Magellan Fund Portfolio 13,090,938 19,407,493 AptarGroup, Inc. Stock* 3,717,325 5,658,022 Fidelity Growth and Income Portfolio #027-0254927262 7,567,928 11,343,711 Fidelity Managed Income Fund 2,155,435 2,155,435 Fidelity Overseas Fund 669,565 717,505 Fidelity Asset Manger 355,683 341,549 Participant Loans $ 1,289,694 $ 1,289,694 ----------- ----------- Total Assets Held for Investment $35,067,237 $47,134,078 =========== =========== *Party-in-interest
24 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 Manger Mutual Fund 9,692 Participant Loans* Loan -- * Party-in-interest
25 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1997 --------------------
Market Party Involved Cost 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 Manger 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 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE --------------------------------------------
Description No. of Purchase Selling Party Involved of Investment Transactions Price Price - -------------- ------------- ------------ ---------- --------- Fidelity Magellan Fund Mutual Fund 119 $ 3,784,074 $ -- Fidelity Magellan Fund Mutual Fund 60 -- 3,111,556 Fidelity Money Market Trust Mutual Fund 80 1,924,528 -- Fidelity Money Market Trust Mutual Fund 60 -- 1,315,747 Fidelity Growth & Income Mutual Fund 113 2,161,892 -- Fidelity Growth & Income Mutual Fund 54 -- 1,772,248 Managed Income Fund Mutual Fund 58 1,605,149 -- Managed Income Fund Mutual Fund 40 -- 648,927 AptarGroup Stock Fund* Common Stock 68 1,154,611 -- AptarGroup Stock Fund Common Stock 26 -- 827,188 Fidelity Overseas Fund Mutual Fund 60 437,991 -- Fidelity Overseas Fund Mutual Fund 30 -- 322,409 Fidelity Asset Manager Mutual Fund 55 210,204 -- Fidelity Asset Manager Mutual Fund 19 -- 29,218 * Party-in-interest
27 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ 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 -- -- Fidelity Asset Manager -- -- *Party-in-interest
28 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE --------------------------------------------
Cost Current Value Net Gain Party Involved of Asset Transaction Date or (Loss) - -------------- --------- ----------------- --------- Fidelity Magellan Fund $ -- $ 3,784,074 $ -- Fidelity Magellan Fund 2,486,073 3,111,556 625,483 Fidelity Money Market Trust -- 1,924,528 -- Fidelity Money Market Trust 1,315,747 1,315,747 -- Fidelity Growth & Income -- 2,161,892 -- Fidelity Growth & Income 1,280,342 1,772,248 491,906 Managed Income Fund -- 1,605,149 -- Managed Income Fund 648,927 648,927 -- AptarGroup Stock Fund* -- 1,154,611 -- AptarGroup Stock Fund* 382,033 827,188 445,155 Fidelity Overseas Fund -- 437,991 -- Fidelity Overseas Fund 308,874 322,409 13,535 Fidelity Asset Manager -- 210,204 -- Fidelity Asset Manager 28,736 29,218 482 *Party-in-interest
29 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
30 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- 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 -- -- Fidelity Asset Manager -- -- *Party-in-interest 31 APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN ------------------------------- REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 ------------------------------------ AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE -------------------------------------------- Cost Current Value Net 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 32 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 25, 1999 33 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- A Consent of Independent Accountants 35 34 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 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, 1999 appearing on page 3 of this Form 11-K. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Chicago, Illinois June 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----