UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ----to----
COMMISSION FILE NUMBER 1-11846
AptarGroup, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3853103
(State of Incorporation) (I.R.S. Employer Identification No.)
475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014
(Address of Principal Executive Offices) (Zip Code)
815-477-0424
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date (August 5, 1998)
Common Stock 18,019,535
<PAGE>
Page 2
AptarGroup, Inc.
FORM 10-Q
QUARTER ENDED JUNE 30, 1998
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. Financial statements (Unaudited)
Consolidated Statements of Income -
Three and Six Months Ended June 30, 1998
and 1997 3
Consolidated Balance Sheets -
June 30, 1998 and December 31, 1997 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1998 and 1997 6
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of
Security Holders 14
ITEM 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
<PAGE>
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AptarGroup, Inc.
Consolidated Statements of Income
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1998 1997 1998 1997
---- ---- ---- ----
Net Sales.................. $ 181,752 $ 171,811 $ 352,694 $ 330,101
Operating Expenses:
Cost of sales......... 113,778 110,456 220,487 211,307
Selling, research &
development and
administrative....... 29,801 28,249 58,002 53,801
Depreciation and
amortization......... 13,353 12,781 26,921 25,300
------- ------- ------- -------
156,932 151,486 305,410 290,408
------- ------- ------- -------
Operating Income........... 24,820 20,325 47,284 39,693
------ ------ ------ ------
Other Income (Expense):
Interest expense...... (1,684) (1,375) (3,090) (2,839)
Interest income....... 253 274 528 476
Equity in income of
affiliates........... 135 149 318 331
Minority interests.... (125) (104) (209) (184)
Miscellaneous, net.... 493 449 1,139 724
--- --- ----- ---
(928) (607) (1,314) (1,492)
---- ---- ------ ------
Income Before Income Taxes. 23,892 19,718 45,970 38,201
Provision for Income Taxes. 9,628 7,637 18,525 14,707
----- ----- ------ ------
Net Income................. $ 14,264 $ 12,081 $ 27,445 $ 23,494
======== ======== ======== ========
Per Common Share:
Basic............... $ .79 $ .67 $ 1.52 $ 1.31
======= ======== ======== ========
Diluted............. $ .77 $ .66 $ 1.49 $ 1.29
======= ======== ======== ========
Average Number of Shares
outstanding (in thousands):
Basic .................... 18,012 17,961 18,004 17,957
Diluted.................... 18,426 18,238 18,397 18,209
See accompanying notes to consolidated financial statements.
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AptarGroup, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
June 30, December 31,
1998 1997
---- ----
Assets
Current Assets:
Cash and equivalents.............................. $ 26,331 $ 17,717
Accounts and notes receivable, less allowance for
doubtfulaccounts of $4,367 in 1998 and $3,812
in 1997.......................................... 167,175 145,034
Inventories................................... 86,754 79,262
Prepayments and other......................... 18,469 14,148
------ ------
298,729 256,161
Property, Plant and Equipment:
Buildings and improvements.................... 78,851 74,351
Machinery and equipment....................... 488,301 455,382
------- -------
567,152 529,733
Less: Accumulated depreciation................ (302,725) (281,899)
-------- --------
264,427 247,834
Land.......................................... 4,297 3,819
----- -----
268,724 251,653
------- -------
Other Assets:
Investments in affiliates..................... 12,012 16,495
Goodwill, less accumulated amortization of
$6,586 in 1998 and $6,030 in 1997............. 40,987 40,479
Miscellaneous................................. 22,003 20,645
------ ------
75,002 77,619
------ ------
Total Assets $ 642,455 $ 585,433
========= =========
See accompanying notes to consolidated financial statements.
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AptarGroup, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
June 30, December 31,
1998 1997
---- ----
Liabilities and Stockholder's Equity
Current Liabilities:
Notes payable................................. $ 11,204 $ --
Current maturities of long-term obligations... 5,500 2,890
Accounts payable and accrued liabilities...... 133,949 122,507
------- -------
150,653 125,397
------- -------
Long-Term Obligations.............................. 80,551 70,740
------ ------
Deferred Liabilities and Other:
Deferred income taxes......................... 23,899 21,432
Retirement and deferred compensation plans.... 12,677 11,872
Minority interests............................ 3,764 4,568
Deferred and other non-current liabilities.... 7,810 9,369
----- -----
48,150 47,241
------ ------
Stockholders' Equity:
Common stock, $.01 par value.................. 180 180
Capital in excess of par value................ 105,216 104,699
Retained earnings............................. 299,088 274,524
Accumulated other comprehensive income........ (41,383) (37,348)
------- -------
363,101 342,055
------- -------
Total Liabilities and Stockholders' Equity.... $ 642,455 $ 585,433
========= =========
See accompanying notes to consolidated financial statements.
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AptarGroup, Inc.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 1998 and 1997
(Dollars in Thousands, brackets denote cash outflows)
(Unaudited)
Six Months Ended
June 30,
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................... $ 27,445 $ 23,494
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation................................... 25,684 23,940
Amortization................................... 1,237 1,360
Provision for bad debts........................ 638 359
Minority interests............................. 209 184
Deferred income taxes.......................... (390) 298
Retirement and deferred compensation plans..... (193) 1,098
Equity in income of affiliates in
excess of cash distributions received......... (318) (331)
Changes in balance sheet items,
excluding effects from foreign
currency adjustments:
Accounts receivable............................ (18,341) (19,535)
Inventories.................................... (5,314) (6,777)
Prepaid and other current assets............... (2,850) (2,542)
Accounts payable and accrued liabilities....... 8,385 24,072
Other changes, net............................. (2,751) (646)
------ ----
NET CASH PROVIDED BY OPERATIONS................ 33,441 44,974
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................... (29,948) (34,560)
Disposition of property and equipment.......... 89 445
Acquisition of businesses...................... (7,181) -
(Proceeds) collections of notes receivable, net (48) (48)
Investments in affiliates....................... (800) -
----
NET CASH USED BY INVESTING ACTIVITIES........... (37,888) (34,163)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable...................... 13,233 5,172
Proceeds from long-term obligations............ 9,297 980
Repayments of long-term obligations............ (6,906) (3,664)
Dividends paid................................. (2,880) (2,514)
Proceeds from stock options exercised.......... 517 311
--- ---
NET CASH PROVIDED BY FINANCING ACTIVITIES...... 13,261 285
------ ---
EFFECT OF EXCHANGE RATE CHANGES ON CASH........ (200) (1,740)
---- ------
NET INCREASE IN CASH AND EQUIVALENTS........... 8,614 9,356
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD.... 17,717 16,386
CASH AND EQUIVALENTS AT END OF PERIOD.......... $ 26,331 $ 25,742
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
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APTARGROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements included the
accounts of AptarGroup, Inc. and its subsidiaries. The terms "AptarGroup" or
"Company" as used herein refer to AptarGroup, Inc. and its subsidiaries.
In the opinion of management, the unaudited consolidated financial
statements include all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of financial position and results
of operations for the interim periods presented. The accompanying unaudited
consolidated financial statements have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosure normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures made are adequate to make the information
presented not misleading. Accordingly, these financial statements and related
notes should be read in conjunction with the audited financial statements and
notes thereto included in the Company's Annual Report to Shareholders
incorporated by reference into the Company's Annual Report on Form 10-K for the
year ended December 31, 1997. The results of operations of any interim period
are not necessarily indicative of the results that may be expected for a fiscal
year.
NOTE 2 - INVENTORIES
At June 30, 1998 and December 31, 1997, inventories, by component, consisted of:
June 30, December 31,
1998 1997
---- ----
Raw Materials..................... $ 30,688 $ 27,187
Work in progress.................. 25,142 21,920
Finished goods.................... 32,233 31,404
------ ------
Total.................... 88,063 80,511
Less LIFO reserve........ (1,309) (1,249)
------ ------
Total.................... $ 86,754 $ 79,262
======== ========
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NOTE 3 - CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1998, AptarGroup adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." This Statement requires
that all items recognized under accounting standards as components of
comprehensive income be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements. This
Statement also requires that an entity classify items of other comprehensive
income by their nature in an annual financial statement. For example, other
comprehensive income may include foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and losses on
marketable securities classified as available-for-sale. Annual financial
statements for prior periods will be reclassified, as required. AptarGroup's
total comprehensive income was as follows:
Three months Ended June 30 Six months ended June 30
1998 1997 1998 1997
---- ---- ---- ----
Net income.......... $14,264 12,081 27,445 23,494
Add/(Subtract):
foreign currency
translation
adjustment........ 5,257 (8,258) (4,035) (28,913)
----- ------ ------ -------
Total comprehensive
income (loss)...... $19,521 3,823 23,410 (5,419)
====== ===== ====== ======
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the quarter and six months ended June 30, 1998 totaled $181.8
million and $352.7 million, respectively, increases of approximately 6% and 7%
when compared to the corresponding periods of 1997. The stronger U.S. dollar
relative to the same three and six month periods of 1997 negatively affected the
translation of AptarGroup's foreign sales. If the dollar exchange rate had been
constant, sales for the three and six months ended June 30, 1998 would have
increased approximately 9% and 11%, respectively. The increase for the quarter
and six months ended June 30, 1998, is primarily attributed to strong sales of
pumps to the pharmaceutical market worldwide and increased sales of pumps to the
personal care and fragrance/cosmetics markets in Europe.
Sales to customers by European operations represented approximately 54% and 55%,
of net sales for the quarter and six months ended June 30, 1998, respectively,
compared to 56% and 57% for the same periods a year ago. Sales to customers by
U.S. operations represented 41% and 40% of net sales for the quarter and six
months ended June 30, 1998 compared to 40% and 39% for the same periods a year
ago. Sales from other foreign operations represented 5% of net sales for the
quarter and six months ended June 30, 1998 compared to 4% for the same periods a
year ago.
Cost of sales as a percent of net sales decreased to 62.6% in the second quarter
of 1998 compared to 64.3% in the same period a year ago. For the first six
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months of 1998, cost of sales as a percent of net sales decreased to 62.5%
compared to 64.0% in the same period a year ago. The decrease for the quarter
and six months ended June 30, 1998 is attributed to the mix of products sold,
cost savings and a net gain from changes in exchange rates between the
comparable quarters on inter-country transactions.
Selling, general and administrative expenses (SG&A) increased 5.5% to $29.8
million in the second quarter of 1998 compared to $28.2 million in the same
period a year ago. As a percent of net sales, SG&A remained constant in the
second quarter of 1998 at 16.4% compared to the second quarter of 1997. SG&A for
the six months ended June 30, 1998 increased 7.8% to $58.0 million compared to
$53.8 million a year ago. As a percent of net sales, SG&A increased slightly in
the first six months of 1998 to 16.4% compared to 16.3% a year ago.
Operating income increased to $24.8 million and $47.3 million for the quarter
and six months ended June 30, 1998 compared to $20.3 million and $39.7 million
for the same periods a year ago. The increase is due to higher sales volume, the
mix of products sold, and cost savings. In addition, approximately $0.5 million
of the increase for the quarter and approximately $1.0 million of the increase
for the six months ended June 30, 1998 is due to the positive effect of changes
in foreign exchange rates on inter-country transactions net of the negative
impact of translation.
European operations represented 74% and 75% of operating income in the second
quarter and year to date of 1998, respectively, as compared to 70% and 71% in
the same periods a year ago. U.S. operations represented 37% of operating income
in the second quarter and year to date in 1998 as compared to 44% and 42% in the
corresponding periods of 1997. The difference between Europe and U.S. operations
to total operating income is due to operating income from other foreign
operations and corporate expenses.
The effective tax rate for the second quarter and six months ended June 30, 1998
was 40.3% compared to 38.7% and 38.5% for the same periods a year ago. The
increase is primarily due to a 5-percentage point increase in the French
corporate income tax rate that was put into law in the fourth quarter 1997, but
was retroactive to the beginning of 1997. Under GAAP, this retroactive
adjustment was entirely recorded in the fourth quarter of 1997 and therefore was
not reflected in reported second quarter and six months ended June 30, 1997
results.
Net income for the second quarter increased 18.1% to $14.3 million compared to
$12.1 million in the second quarter of 1997. Net income for the six months ended
June 30, 1998, increased 16.8% to $27.4 million as compared to $23.5 million in
the same period a year ago. The increase in net income for the quarter and six
months ended June 30, 1998 is primarily due to higher sales volume, the mix of
products sold, cost containment efforts and the positive effect of changes in
foreign exchange rates on inter-country transactions net of the negative impact
of translation.
<PAGE>
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QUARTERLY TRENDS
AptarGroup's results of operations in the second half of the year typically have
been negatively impacted by European summer holidays and customer plant
shutdowns in December. In the future, AptarGroup's results of operations in a
quarterly period could be impacted by factors such as changes in product mix,
changes in material costs, changes in growth rates in the industries to which
AptarGroup's products are sold or changes in general economic conditions in any
of the countries in which AptarGroup does business.
FOREIGN CURRENCY
A significant portion of AptarGroup's operations are located outside the United
States. Because of this, movements in exchange rates may have a significant
impact on the translation of the financial condition and results of operations
of AptarGroup's foreign entities. In general, since the majority of the
Company's operations are based in Europe, primarily France, Germany and Italy, a
strengthening U.S. dollar relative to the major European currencies has a
dilutive translation effect on the Company's financial condition and results of
operations. Conversely, a weakening U.S. dollar would have an additive effect.
Additionally, in some cases, the Company sells products denominated in a
currency different from the currency in which the respective costs are incurred.
Changes in exchange rates on such inter-country sales impact the Company's
results of operations.
LIQUIDITY AND CAPITAL RESOURCES
Historically, AptarGroup has generated positive cash flow from operations and
has utilized the majority of such cash flows to invest in capital projects. Net
cash provided by operations in the first six months of 1998 was $33.4 million
compared to $45.0 million in the same period a year ago. The decrease is
primarily attributed to changes in working capital.
Total net working capital at June 30, 1998 was $148.1 million compared to $130.8
million at December 31, 1997. The increase in net working capital is due to the
growth of the business in 1998 as well as the seasonal effects experienced
during the first half of the year.
Net cash used by investing activities increased to $37.9 million from $34.2
million a year ago due primarily to several small acquisitions the Company made
in the first six months of 1998. A portion of one of these acquisitions will be
paid for by the issuance of 25,000 shares of AptarGroup, Inc. common stock to be
delivered in three installments of 6,250 shares in 1999, 6,250 shares in 2000,
and 12,500 shares in 2001. These transactions did not have a material impact on
<PAGE>
page 11
the financial statements of the Company. Management anticipates that capital
expenditures for all of 1998 will be approximately $80 million.
Net cash provided by financing activities was $13.3 million in the first six
months of 1998 compared to net cash provided by financing activities of $285
thousand in 1997. The ratio of interest-bearing debt to total capitalization was
21% at June 30, 1998 and 18% at December 31, 1997.
The majority of the Company's debt has been, and continues to be, denominated in
foreign currency. AptarGroup has historically borrowed locally to hedge
potential currency fluctuations for assets that were purchased outside of the
U.S.
The Company has a multi-year, unsecured revolving credit agreement allowing
borrowings of up to $25 million. Under this credit agreement, interest on
borrowings is payable at a rate equal to the London Interbank Offered Rate
(LIBOR) plus an amount based on the financial condition of the Company. At June
30, 1998, the amount unused and available under this agreement was $25 million.
The Company is required to pay a fee for the unused portion of the commitment.
The agreement expires on April 29, 2001. The credit available under the
revolving credit agreement provides management with the ability to refinance
certain short-term obligations on a long-term basis. As it is management's
intent to do so, short-term obligations of $25 million have been reclassified as
long-term obligations as of June 30, 1998. Short-term obligations of $21.7
million and $3.3 million of current portion of long-term debt were reclassified
as long-term obligations as of December 31, 1997.
The revolving credit agreement and a private placement agreement contain
covenants that include certain financial tests, including minimum interest
coverage, net worth and maximum borrowings.
On July 23, 1998, the Board of Directors declared a quarterly dividend of $.08
per share payable on August 25, 1998 to shareholders of record as of August 4,
1998. The Board of Directors also approved a two-for-one stock split to be
effected in the form of a stock distribution to shareholders of record as of the
close of business on August 4, 1998. Each outstanding share of AptarGroup common
stock will be split into two shares of AptarGroup common stock. Certificates
representing additional shares as a result of the stock split will be
distributed on or about August 25, 1998. The quarterly cash dividend, which is
to be issued the same day as the stock split, is deemed to be paid immediately
prior to the stock split being effective, and will thus be paid on the pre-split
stock.
LITIGATION
During the second quarter of 1997, the Company received a judgment in its favor
as plaintiff in a patent infringement lawsuit relating to an aerosol valve
component. The Company was awarded $7.8 million plus interest. The decision has
been appealed and the Company cannot predict the ultimate outcome or timing of
such appeal. This award is not included in the financial results.
<PAGE>
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YEAR 2000
The Company has been evaluating its information technology (IT) and non-IT
systems over the past year to determine whether these systems are Year 2000
compliant. The Company has broken down this evaluation project into five phases:
project administration, assessment, renovation, testing/implementation, and
contingency planning. The Company is in various phases of this Year 2000 project
depending upon the business functions and systems evaluated, such as
administration, business applications, facilities, management information
systems, operations, and sales and distribution. The Company expects to be
between the renovation and testing/implementation phases by year-end with
contingency planning being completed by the end of the second quarter of 1999.
The Company is between the project administration and assessment phase of
evaluating the effect of third parties such as the Company's customers and
suppliers, on the Year 2000 issue. The Company has over 1,000 customers with no
single customer accounting for greater than 6% of the Company's net sales. The
principal raw materials used in the Company's production are plastic resins and
certain metal products. The Company believes an adequate supply of such raw
materials is readily available from existing and alternate sources. As a result,
the Company doesn't believe that the failure by any one customer and supplier to
be Year 2000 compliant would have a material adverse effect on the results of
operations.
The Company is unable at this time to quantify the costs involved directly
related to fixing Year 2000 issue, but does not believe the related costs will
be significant.
The Company is unable at this time to describe its most reasonably likely worst
case Year 2000 scenario, but is in the process of upgrading certain of its
"legacy" systems as a contingency plan in the event that the Company's new
systems are not ready by the Year 2000.
ADOPTION OF NEW ACCOUNTING STANDARDS
In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of
an Enterprise and Related Information" which is effective for fiscal years
beginning after December 15, 1997. Statement No. 131 establishes standards for
reporting information about operating segments and related disclosures about
products and services, geographic areas and major customers in annual financial
statements and interim financial reports. The Company is currently evaluating
the new Statement and plans to adopt the standards during the year ending
December 31, 1998.
In February 1998, the FASB issued Statement No. 132, "Employers' Disclosures
about Pensions and other Postretirement Benefits" which is effective for fiscal
years beginning after December 15, 1997. Statement No. 132 revises employers'
disclosures about pension and other postretirement benefit plans. It does not
change the measurement or recognition of these plans. The Company is currently
evaluating this new Statement and plans to adopt the standards during the year
ended December 31, 1998.
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In March 1998 and April 1998, the AcSEC (Accounting Standards Executive
Committee) issued Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" and SOP 98-5
"Reporting on the Costs of Start-Up Activities," respectively. Both Statements
are effective for fiscal years beginning after December 15, 1998, and early
adoption is encouraged. SOP 98-1 provides guidance on accounting for the costs
of computer software developed or obtained for internal use. SOP 98-5 requires
that entities expense start-up costs and organization costs as they are
incurred. The Company has already adopted both of these standards and the impact
of adoption was not material to the financial statements.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This Statement requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Due to the recent release
and complexity of this new standard, an assessment of the impact it will have on
our financial position or results of operations has not been completed.
FORWARD-LOOKING STATEMENTS
In addition to the historical information presented in this quarterly report,
the Company has made and will make certain forward-looking statements in this
report, other reports filed by the Company with the Securities and Exchange
Commission, reports to stockholders and in certain other contexts relating to
future net sales, costs of sales, other expenses, profitability, financial
resources, products and production schedules, among others. These statements are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements 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 and unknown risks and uncertainties that
exist in the Company's operations and business environment, including, among
other factors, the failure by the Company to produce anticipated cost savings or
improve productivity, the timing and magnitude of capital expenditures and
acquisitions, currency exchange rates, economic and market conditions in the
United States, Europe and the rest of the world, changes in customer spending
levels, the demand for existing and new products, the cost and availability of
raw materials, and other risks associated with the Company's operations.
Although the Company believes that its forward-looking statements are based on
reasonable assumptions, there can be no assurance that actual results,
performance or achievements will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on forward-looking
statements.
<PAGE>
Page 14
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held on May 13, 1998. A vote was taken by
ballot for the election of three directors to hold office until the 2001 Annual
Meeting of Stockholders. The following nominees received the number of votes as
set forth below:
Broker
Nominee For Withhold Non-votes
------- --- -------- ---------
Robert Barrows 15,191,200 269,820 -0-
Alfred Pilz 15,190,812 270,208 -0-
Carl A. Siebel 15,187,743 273,277 -0-
No votes were cast for any other nominee for director. The directors continuing
in office until the 1999 Annual Meeting are King Harris, Ervin J. LeCoque and
Peter Pfeiffer. Directors continuing in office until the 2000 Annual Meeting of
Stockholders are Eugene Barnett, Ralph Gruska and Leo A. Guthart.
No other matters were submitted to a vote by ballot at the 1998 Annual Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 is included with this report.
(b) No reports on Form 8-K were filed for the quarter ended June 30, 1998.
<PAGE>
Page 15
SIGNATURE
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.
(Registrant)
By /s/ Stephen J. Hagge
-----------------------
Stephen J. Hagge
Executive Vice President and Chief
Financial Officer, Secretary and
Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 14, 1998
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<OTHER-EXPENSES> 84,923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (3,090)
<INCOME-PRETAX> 45,970
<INCOME-TAX> 18,525
<INCOME-CONTINUING> 27,445
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,445
<EPS-PRIMARY> 1.52
<EPS-DILUTED> 1.49
</TABLE>
