SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 23, 1998
APTARGROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
State or Other Jurisdiction of Incorporation
1-11846 36-3853103
(Commission File Number) (I.R.S. Employer Identification No.)
475 W. Terra Cotta Ave., Suite E, Crystal Lake, IL 60014
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (815) 477-0424
______________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On July 23, 1998 the Registrant announced that its Board of Directors had
declared a two-for-one stock split (the "Stock-Split") to be effected by a 100%
stock dividend to be distributed on August 25, 1998 (the "Distribution Date") to
stockholders of record of the Registrant's Common Stock, $.01 value ("Common
Stock"), as of the close of business on August 4, 1998.
In accordance with the Rights Agreement dated as of April 6, 1993 (the
"Rights Agreement") between the Company and ChaseMellon Shareholder Services,
L.L.C. (successor to Chemical Bank), as Rights Agent, each share of Common Stock
is currently accompanied by one Preferred Stock Purchase Right (a "Right"). Each
Right, after it becomes exercisable and until such time as it expires or is
redeemed, entitles the holder to purchase from the Company one one-thousandth
(1/1000) of a share of the Company's Series A Junior Participating Preferred
Stock ("Preferred Stock") at an exercise price of $70 per Right. The redemption
price is $.01 per Right.
As a result of the Stock Split and pursuant to Section 11(o) of the Rights
Agreement, effective as of the Distribution Date, each Right, after it becomes
exercisable and until such time as it expires or is redeemed, will entitle the
holder to purchase from the Company one two-thousandth (1/2000) of a share of
Preferred Stock at an exercise price of $35.00 per Right. Pursuant to
Section 23(a) of the Rights Agreement, effective as of the Distribution Date,
the redemption price will be $.005 per Right.
As a result of the Stock Split and pursuant to the Certificate of
Designations establishing the Preferred Stock, effective as of the Distribution
Date: (i) each share of Preferred Stock will be entitled to quarterly dividends
equal to the greater of $20 or 2,000 times the aggregate per share amount of all
dividends declared on the Common Stock during the quarter, (ii) each share of
Preferred Stock will be entitled to 2,000 votes on all matters submitted to a
vote of the Company's stockholders and (iii) each share of Preferred Stock will
be entitled to receive payment upon any liquidation, dissolution or winding up
of the Company, the greater of $20.00 or 2,000 times the amount to be
distributed per share to holders of shares of Common Stock.
The Rights Agreement, including the form of Certificate of Designations
establishing the Preferred Stock which is Exhibit A thereto, was filed as
Exhibit 6.3 to the Registrant's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on April 5, 1993. Reference is made to
the Rights Agreement for a more complete description of the terms of the Rights.
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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 hereunto duly authorized.
Date: July 31, 1998
APTARGROUP, INC.
By: ___________________________
Stephen J. Hagge
Executive Vice President and
Chief Financial Officer,
Secretary and Treasurer
