8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 17, 2003

AptarGroup, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11846	36-3853103
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 West Terra Cotta Avenue, Suite E, Crystal Lake, IL	60014
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 815-477-0424.

N/A

(Former name or former address, if changed since last report)

Item 12. Results of Operations and Financial Condition (provided under “Item 9. Regulation FD Disclosure”).

The information required by Item 12 is being provided under Item 9 pursuant to SEC interim filing guidance provided in SEC press release No. 2003-41.

The information contained in this Form 8-K is furnished under “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release 33-8216. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On July 17, 2003, AptarGroup, Inc. announced its results of operations and financial condition for the quarter ended June 30, 2003. The press release regarding this announcement is furnished as Exhibit 99.1 hereto.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APTARGROUP, INC.
Date: July 17, 2003	By:	/s/    STEPHEN J. HAGGE
		Stephen J. Hagge Executive Vice President, Chief Financial Officer and Secretary

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Exhibit Index

Exhibit No.
99.1	Press Release of AptarGroup, Inc. dated July 17, 2003.

EX-99.1

Exhibit 99.1

For More Information Contact:	FOR IMMEDIATE RELEASE
Stephen J. Hagge
AptarGroup, Inc.
815-477-0424

APTARGROUP REPORTS RECORD SECOND QUARTER RESULTS;

INCREASES DIVIDEND

Crystal Lake, Illinois, July 17, 2003—AptarGroup, Inc. (NYSE:ATR) today reported record second quarter results. The Company also announced an increase in its dividend rate.

SECOND QUARTER RESULTS

For the quarter ended June 30, 2003, sales increased 24 percent to a record $288.1 million from $233.2 million in the prior year. Sales excluding changes in foreign currency exchange rates increased approximately 11 percent from the prior year. Net income for the second quarter of 2003 increased to a record $21.3 million from $17.5 million a year ago. Diluted earnings per share were $.58 per share compared to $.48 per share in the prior year.

In the second quarter of the prior year, the Company recorded after-tax charges of $.8 million relating to its Strategic Initiative.

SIX MONTHS RESULTS

For the six months ended June 30, 2003, sales increased 22 percent to $553.2 million from $451.9 million in the prior year. Sales excluding changes in foreign currency exchange rates increased approximately 10 percent from the prior year. Net income for the first six months of 2003 increased to $40.6 million from $30.8 million a year ago. Diluted earnings per share were $1.11 per share compared to $.84 per share in the prior year.

In the first six months of 2002, the Company recorded after-tax charges of $2.7 million related to a patent dispute settlement and $.9 million for the Strategic Initiative.

MANAGEMENT COMMENT

Commenting on the quarter, Carl A. Siebel, President and Chief Executive Officer, said, “We are very pleased to report another quarter of record results. While we continue to face price competition in all of our markets, pricing pressure is mitigated by our ability to offer innovative new products and further penetrate the markets we serve. The weak U.S. dollar relative to the same period a year ago contributed to the increase in sales. Foreign currency translation effects aside, sales were

particularly strong to the food/beverage, personal care and fragrance/cosmetic markets while sales to the pharmaceutical market were slightly above the prior year.”

Siebel added, “Our operating income for the second quarter increased over the prior year. However, operating income continues to be adversely impacted by effect of the weaker dollar on cross-currency transactions such as when we produce with Euro-based costs and sell in U.S. dollars. The negative effect from our cross-currency transactions offset the favorable translation of foreign denominated results and adversely affected operating income as a percentage of sales. The combination of higher operating income and lower net interest expense drove diluted earnings per share to an all-time quarterly high.”

BUSINESS SEGMENT PERFORMANCE

For the quarter, sales of the Dispensing Systems segment increased 26 percent, to $243.2 million from $192.9 million in the prior year. The increase is mainly due to increased sales to the personal care, fragrance/cosmetic and food markets and changes in exchange rates. For the first six months, sales increased 24 percent to $462.3 million from $373.0 million in the prior year. Second quarter EBIT (earnings before interest and taxes) for the Dispensing Systems segment increased to $33.9 million from $30.3 million in the prior year. For the first six months, EBIT for the segment increased to $63.8 million from $56.4 million in the prior year.

For the quarter, sales of the SeaquistPerfect segment increased 9 percent, to $46.8 million from $43.0 million in the prior year. The increase is primarily due to the weaker U.S. dollar. Increased sales to the personal care market offset a decline in sales to the household market. For the first six months, sales increased 12 percent to $94.7 million from $84.6 million in the prior year. Second quarter EBIT for the SeaquistPerfect segment increased to $4.2 million from $3.0 million a year ago due to the mix of products sold and continued cost savings. For the first six months, EBIT increased to $8.8 million from $6.2 million in the prior year.

OUTLOOK

Siebel commented, “Looking forward, the horizon of sales visibility continues to be short. Currently, we expect the increase in sales excluding translation effects in the third quarter of 2003 to be in the area of 5 to 10 percent over the prior year’s level. A modest reduction in the incoming order rate we are seeing from fragrance/cosmetic customers is expected to be more than offset by sales increases to the other markets.”

Siebel concluded, “Presently, we anticipate diluted earnings per share for the third quarter of 2003 to be in the range of $.50 to $.55 compared to $.49 per share in the prior year.”

INCREASED CASH DIVIDEND

The Board of Directors declared an increased quarterly dividend of $.07 per share, payable August 19, 2003 to shareholders of record as of July 29, 2003. The new dividend rate represents a 17 percent increase over the prior dividend rate.

OPEN CONFERENCE CALL

There will be a conference call on Friday, July 18, 2003 at 8:00 a.m. CST to discuss the Company’s second quarter results for 2003. The call will last approximately one hour and feature remarks by Carl A. Siebel and Stephen J. Hagge, AptarGroup’s Chief Financial Officer. Interested parties are invited to listen to a live webcast by visiting the Investor Relations page at www.aptargroup.com. Replay of the conference call can also be accessed on the Investor Relations page of the web site.

AptarGroup, Inc. is a leading global supplier of a broad range of innovative dispensing systems for the fragrance/cosmetic, personal care, pharmaceutical, household and food/beverage markets. AptarGroup is headquartered in Crystal Lake, Illinois, with manufacturing facilities in North America, Europe, Asia and South America. For more information, visit the AptarGroup web site at http://www.aptargroup.com.

This press release contains forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on management’s beliefs as well as assumptions made by and information currently available to management. Accordingly, the Company’s actual results may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist including, but not limited to, those related to overall business conditions in the various markets in which the Company operates, fiscal and monetary policy, changes in foreign exchange rates, direct or indirect consequences of acts of war or terrorism and other risks and uncertainties discussed from time to time in the Company’s filings with the Securities and Exchange Commission, including its Form 10-K’s and 10-Q’s. Readers are cautioned not to place undue reliance on forward-looking statements.

# # #

APTARGROUP, INC.

Condensed Consolidated Financial Statements (Unaudited)

(In Thousands, Except Per Share Data)

CONSOLIDATED STATEMENTS OF INCOME

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2003			2002			2003			2002
Net Sales	$	288,087		$	233,154		$	553,236		$	451,861
Cost of Sales (exclusive of depreciation shown below)		188,285			148,504			360,873			288,265
Selling, Research & Development and Administrative		44,849			37,995			86,298			73,055
Depreciation and Other Amortization		21,540			16,737			42,312			34,154
Strategic Initiative Costs:
Severance and Other		—			946			—			975
Patent Dispute Settlement		—			—			—			4,168
Operating Income		33,413			28,972			63,753			51,244
Other Income/(Expense):
Interest Expense		(2,427	)		(2,776	)		(4,836	)		(5,577	)
Interest Income		689			358			1,312			688
Equity in Results of Affiliates		156			(75	)		338			(186	)
Minority Interests		(98	)		48			(117	)		18
Miscellaneous, net		226			(425	)		390			(362	)
Income before Income Taxes		31,959			26,102			60,840			45,825
Provision for Income Taxes		10,610			8,563			20,285			15,011
Net Income	$	21,349		$	17,539		$	40,555		$	30,814
Net Income per Share—Basic	$	0.59		$	0.49		$	1.13		$	0.86
Net Income per Share—Diluted	$	0.58		$	0.48		$	1.11		$	0.84
Average Number of Shares – Basic		36,031			35,940			35,984			35,902
Average Number of Shares—Diluted		36,856			36,893			36,666			36,777

Note to Condensed Consolidated Financial Statements:

For the three months ended June 30, 2002, net charges related to the Company’s Strategic Initiative included $288 recorded in Cost of Sales, $70 recorded in Depreciation and Other Amortization, $946 of Severance and Other, less a tax benefit of $489. For the six months ended June 30, 2002, net charges related to the Company’s Strategic Initiative included $288 recorded in Cost of Sales, $140 recorded in Depreciation and Other Amortization, $975 of Severance and Other, less a tax benefit of $527.

APTARGROUP, INC.

Condensed Consolidated Financial Statements (Unaudited)

(continued)

(In Thousands)

CONSOLIDATED BALANCE SHEETS

	June 30, 2003		December 31, 2002
ASSETS
Cash and Equivalents	$	121,190	$	90,205
Receivables, net		240,857		197,881
Inventories		151,257		127,828
Other Current Assets		36,679		31,282
Total Current Assets		549,983		447,196
Net Property, Plant and Equipment		456,822		434,817
Goodwill, net		132,685		128,930
Other Assets		38,537		36,728
Total Assets	$	1,178,027	$	1,047,671
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-Term Obligations	$	98,468	$	7,722
Accounts Payable and Accrued Liabilities		185,566		154,966
Total Current Liabilities		284,034		162,688
Long-Term Obligations		133,944		219,182
Deferred Liabilities		74,483		71,334
Total Liabilities		492,461		453,204
Stockholders’ Equity		685,566		594,467
Total Liabilities and Stockholders’ Equity	$	1,178,027	$	1,047,671

APTARGROUP, INC.

Condensed Consolidated Financial Statements (Unaudited)

(continued)

(In Thousands)

SEGMENT INFORMATION

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2003			2002			2003			2002
NET SALES
Dispensing Systems	$	243,164		$	192,941		$	462,332		$	372,968
SeaquistPerfect		46,785			43,006			94,651			84,620
Intersegment Eliminations		(1,862	)		(2,793	)		(3,747	)		(5,727	)
Total Net Sales	$	288,087		$	233,154		$	553,236		$	451,861
EARNINGS (1)
Dispensing Systems	$	33,894		$	30,262		$	63,793		$	56,370
SeaquistPerfect		4,231			3,038			8,799			6,205
Corporate Expenses and Other		(4,428	)		(3,476	)		(8,228	)		(6,290	)
Strategic Initiative Charges (2)		—			(1,304	)		—			(1,403	)
Patent Dispute Settlement (2)		—			—			—			(4,168	)
Earnings before Interest and Taxes (EBIT)		33,697			28,520			64,364			50,714
Less: Interest Expense, Net		1,738			2,418			3,524			4,889
Income before Income Taxes	$	31,959		$	26,102		$	60,840		$	45,825

Notes to Condensed Consolidated Financial Statements:

(1) – The Company evaluates performance of its business units and allocates resources based upon earnings before interest expense in excess of interest income, corporate expenses and income taxes (collectively referred to as “EBIT”) excluding unusual items.

(2) – Strategic Initiative Charges and the Patent Dispute Settlement relate to the Dispensing Systems segment.