APTARGROUP INC, S-3, 1998-06-09

APTARGROUP INC
S-3, 1998-06-09
PLASTICS PRODUCTS, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------

APTARGROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

---------------

DELAWARE 36-3853103
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

475 WEST TERRA COTTA AVENUE, SUITE E
CRYSTAL LAKE, ILLINOIS 60014
TELEPHONE: (815) 477-0424
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

---------------

STEPHEN J. HAGGE
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
475 WEST TERRA COTTA AVENUE, SUITE E
CRYSTAL LAKE, ILLINOIS 60014
TELEPHONE: (815) 477-0424
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:
THOMAS A. COLE WILLARD G. FRAUMANN, P.C.
JIM L. KAPUT MARK B. TRESNOWSKI
SIDLEY & AUSTIN KIRKLAND & ELLIS
ONE FIRST NATIONAL PLAZA 200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60601
---------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share......... 1,911,264 shares $62.91 $120,237,618 $35,470
- ---------------------------------------------------------------------------------------
Rights to Purchase
1/1000 of a share of
Junior Participating
Preferred Stock, Series
A, par value $.01 per
share(3)............... 1,911,264 rights N.A. N.A. N.A.
- ---------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Includes 249,295 shares of Common Stock and associated Rights which are
subject to the underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices
reported on the New York Stock Exchange Composite Tape on June 4, 1998.
(3) Rights initially are carried and traded with the Common Stock of the
Registrant. Value attributable to such Rights, if any, is reflected in the
market price of the Common Stock.
---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 9, 1998

1,661,969 SHARES

APTARGROUP, INC.

COMMON STOCK
(PAR VALUE $.01 PER SHARE)

All of the 1,661,969 shares of Common Stock offered hereby are being sold by
the Selling Stockholders. See "Principal and Selling Stockholders". The Company
will not receive any of the proceeds from the sale of the shares being offered
hereby.

The last reported sale price of the Common Stock, which is listed under the
symbol "ATR", on the New York Stock Exchange on June 8, 1998 was $63 9/16 per
share. See "Price Range of Common Stock and Dividend Policy".

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

-----------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO SELLING
OFFERING PRICE DISCOUNT(1) STOCKHOLDERS(2)
-------------- ------------ -------------------
<S> <C> <C> <C>
Per Share....................... $ $ $
Total(3)........................ $ $ $
</TABLE>
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(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting estimated expenses of $350,000 payable by the Selling
Stockholders.
(3) The Company has granted the Underwriters an option for 30 days to purchase
up to an additional 249,295 shares at the initial public offering price per
share, less the underwriting discount, solely to cover over-allotments. The
Selling Stockholders have not granted the Underwriters any over-allotment
option. If such option is exercised in full, the total initial public
offering price, underwriting discount and proceeds to the Company, before
deducting estimated expenses of $100,000 payable by the Company, will be
$ , $ and $ , respectively. See "Underwriting".

-----------

The shares are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the shares will be ready for
delivery in New York, New York on or about , 1998, against payment
therefor in immediately available funds.

GOLDMAN, SACHS & CO.
WILLIAM BLAIR & COMPANY
LEHMAN BROTHERS

-----------

The date of this Prospectus is , 1998.
<PAGE>

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".

FORWARD-LOOKING STATEMENTS

In addition to the historical information presented in this Prospectus,
AptarGroup, Inc. ("AptarGroup" or the "Company") has made and will make
certain forward-looking statements in this Prospectus, reports filed by the
Company with the Securities and Exchange Commission (the "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:
(i) foreign currency fluctuations affecting the Company's results of
operations and value of its foreign assets, (ii) social, political or economic
instability in countries in which the Company does business, (iii) changes in
foreign investment and trade policies, (iv) increased competition in the
Company's markets, especially from existing or future market participants who
have greater resources than the Company, (v) additional price pressure exerted
by the Company's customers caused by the continued consolidation of the
Company's customer base or otherwise, (vi) the cost and availability of raw
materials, (vii) changes in product mix and (viii) the ability of the Company
and third parties, including customers and suppliers, to adequately address
Year 2000 issues. 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. Prospective purchasers of the Common Stock are
cautioned not to place undue reliance on forward-looking statements.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Any reports, proxy statements and other information filed by
AptarGroup with the Commission can be inspected and copied at the public
reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's regional offices at Seven
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained by mail at prescribed rates from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a website (http:www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. In addition, such
material and other information concerning the Company can be inspected and
copied at the office of the New York Stock Exchange (the "NYSE"), 20 Broad
Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered

2
<PAGE>

hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. The Registration Statement
may be inspected and copied at the public reference facilities maintained by
the Commission at the addresses set forth in the preceding paragraph.
Statements contained herein concerning the provisions of any documents are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Company are hereby
incorporated by reference in this Prospectus:

1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.

3. The description of the Common Stock, par value $.01 per share ("Common
Stock"), and associated preferred stock purchase rights (the "Rights"),
contained in the Company's Registration Statement on Form 8-A filed with
the Commission on April 5, 1993 under the Exchange Act.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents. Requests for such copies should be
directed to Stephen J. Hagge, Executive Vice President and Chief Financial
Officer, Secretary and Treasurer, AptarGroup, Inc., 475 West Terra Cotta
Avenue, Suite E, Crystal Lake, Illinois 60014 (815) 477-0424.

3
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and the notes thereto appearing elsewhere
or incorporated by reference in this Prospectus. Prospective purchasers of the
Common Stock offered hereby should read carefully this Prospectus. Unless
otherwise expressly indicated, all information contained in this Prospectus
assumes the Underwriters' over-allotment option to purchase an additional
249,295 shares of Common Stock is not exercised.

THE COMPANY

The Company is a leader in the design, manufacture and sale of three
categories of consumer product dispensing systems--pumps, dispensing closures
and aerosol valves. The Company focuses on providing value-added dispensing
systems to global consumer product marketers in the fragrance/cosmetics,
personal care, pharmaceutical, household/industrial products and food
industries. Value-added packaging allows consumers to conveniently dispense a
product, in an aesthetically attractive package, which consistently meets
required usage or dosage characteristics. The Company believes it is the
largest supplier of pharmaceutical pumps worldwide, the largest supplier of
dispensing closures, aerosol valves and personal care fine mist pumps in North
America and the largest supplier of fragrance/cosmetics and personal care fine
mist pumps in Europe. The Company's manufacturing facilities are located
primarily in North America and Europe, and in 1997 the Company opened a
manufacturing facility in China. The Company has over 1,000 customers with no
single customer accounting for greater than 6% of the Company's 1997 net sales.

For 1997, the percentage of net sales represented by sales to the
fragrance/cosmetics, personal care, pharmaceutical, household/industrial and
food markets were 32%, 30%, 24%, 9% and 5%, respectively. Pumps, dispensing
closures and aerosol valves represented approximately 60%, 19% and 19%,
respectively, of AptarGroup's net sales. The Company expects the mix of sales
by market and product to remain approximately the same in 1998.

Pumps are finger-actuated dispensing systems which disperse a spray or lotion
from non-pressurized containers. Pumps are principally sold to four markets:
fragrance/cosmetics, pharmaceutical, personal care and household/industrial.
Examples of pump applications in these markets include perfumes, skin creams,
oral and nasal sprays, hair sprays and window cleaners. Dispensing closures are
plastic caps, primarily for squeezable containers, which allow a product to be
dispensed without removing the cap. The majority of the Company's dispensing
closure sales have been to the personal care market, and the Company is
pursuing opportunities in the food and household/industrial markets for
additional applications of dispensing closures. Products with dispensing
closures include shampoos, skin lotions, conditioners, household/industrial
cleaners, ketchup and salad dressing products. Aerosol valves are mechanisms
which dispense product from pressurized containers. Continuous spray aerosol
valves are frequently used with hair sprays, spray paints, insecticides,
automotive products and laundry products. Metered dose aerosol valves are used
to dispense precise amounts of product and are primarily sold to the
pharmaceutical market for lung and heart medications.

4
<PAGE>

leak, invertible closure with one-hand dispensing convenience. SimpliSqueeze
features a silicone valve that enables the product to be dispensed with a
slight squeeze of the bottle, and upon release, closes firmly and does not
leak. Consumer awareness of the innovative SimpliSqueeze closure is expected to
grow as a result of its current use in the personal care market with hair care,
shower gel and moisturizing lotion products. During 1997, the advantages of
SimpliSqueeze were applied in the non-carbonated beverage market. AptarGroup
worked with The Coca-Cola Company to incorporate the SimpliSqueeze valve into
their sports drink requirements. Due to this success, AptarGroup is tailoring
the SimpliSqueeze technology for use on a variety of consumer products.

Another example of a system that offers increased convenience is a unit dose
pump that dispenses a single exact dosage of medication nasally as an
alternative to pills or syringes. During 1997, AptarGroup expanded its sales of
unit dose pumps to applications that deliver medicine for migraine relief in a
nasal spray.

AptarGroup's principal executive offices are located at 475 West Terra Cotta
Avenue, Suite E, Crystal Lake, Illinois 60014, and its telephone number is
(815) 477-0424. The Company maintains a website on the Internet at
http://www.aptargroup.com. The Company's website and the information contained
therein are not a part of this Prospectus.

COMPETITIVE STRENGTHS

For the past 32 consecutive years, the Company's net sales have increased
each year. In addition, in 1997 the Company achieved a record level of net
income. For the three-month period ended March 31, 1998, the Company's net
income increased 15% over the comparable period in 1997. The Company believes
its performance is attributable to the following factors:

Outstanding Product Quality. In each product line sold by the Company,
product quality is an essential element required by customers. Since the
Company's products are a key part of its customers' product performance and
appearance, product quality must adhere to stringent customer requirements.
These requirements include spray characteristics, accuracy of dosage, and
aesthetics with respect to size, color and shape. The Company has received a
number of awards from customers for its product quality and considers itself to
be the quality leader in the industry. All of AptarGroup's major operating
facilities are expected to be certified under ISO 9001, an internationally
recognized manufacturers' quality standard, by the end of 1998.

Superior Customer Service. AptarGroup's customers include many of the world's
largest and most sophisticated consumer product marketers. The Company seeks to
differentiate its products by offering service that exceeds customers'
expectations. The Company works with its customers to design products that
address their specific needs. The Company's facilities are located near its
major customers, which allows the Company to respond quickly to customer orders
and enables customers to maintain lower inventory levels.

Broad and Innovative Product Line. The Company offers a broad line of pumps,
dispensing closures and aerosol valves to customers on a wide geographic basis,
while many of its competitors provide a single dispensing system or are limited
geographically. Therefore, as the major consumer product marketers continue to
reduce their supplier base, the Company believes it has an advantage over some
of its competition. The Company has designed and developed numerous new
products to meet and anticipate customer needs. Examples of products developed
over the last several years include (i) an airless pump which permits marketers
to reduce preservatives in their product because it does not allow oxygen to
come in contact with the product, (ii) the SimpliSqueeze dispensing closure,
(iii) a unit dose pump for dispensing medications in a nasal spray and (iv)
REPLICA(R), a small pump for miniature fragrance packages.

5
<PAGE>

Sophisticated Production Technology. Pumps and aerosol valves require the
assembly of up to 15 different plastic, metal and rubber components using high-
speed equipment. When molding dispensing closures, or plastic components to be
used in pump or aerosol valve products, the Company uses advanced plastic
injection molding technology. Large cavitation plastic injection molds are used
for a majority of the Company's products. These molds are required to maintain
tolerances as small as one one-thousandth of an inch and manufacture products
in a high-speed, cost-efficient manner. The Company has "clean room"
manufacturing facilities in France, Germany, Switzerland and the United States
to produce pumps and/or aerosol valves in a contaminant-controlled environment
for the pharmaceutical market.

Leading Market Positions. AptarGroup believes it is the leading supplier of
pharmaceutical pumps to the world, fragrance/cosmetics pumps to Europe,
personal care fine mist pumps to Europe and North America and the largest
supplier of dispensing closures and aerosol valves in North America.

Experienced Management. The Company's senior management has, on average,
approximately 20 years of experience within the packaging components industry.
This experience has been critical in allowing the Company to maintain strong
relationships with its customers and to develop new products and markets for
growth. None of the executive officers of the Company is a Selling Stockholder
in the Offering. See "Management" and "Principal and Selling Stockholders."

Diverse and Established Customer Relationships. The Company has over 1,000
customers with no single customer accounting for greater than 6% of 1997 net
sales. Of its top 25 customers, 22 have been customers of the Company for over
10 years. The majority of the Company's products are customized in order to
meet specific product dispensing and aesthetic needs of its customers. The
Company's sales and technical personnel work closely with its customers during
this process. This close cooperation is especially important for sales to the
pharmaceutical market since the Company's dispensing systems are an integral
component of the customer's product which is submitted to regulatory
authorities for approval.

GROWTH STRATEGY

The Company believes that its growth will continue to be driven in part by
consumer product marketers converting more of their product dispensing systems
to value-added systems of the kind produced by the Company. To capitalize on
this trend and to otherwise meet and anticipate customer needs, the Company is
pursuing a growth strategy that is focused on the following areas:

New Product Innovations. The Company has a strong commitment to the
development of innovative dispensing packaging systems. The Company considers
its ability to design and develop innovative dispensing systems critical to its
ability to capture new and maintain existing business and believes that its
innovative products strengthen its position as a value-added supplier. Recent
innovations include an airless pump, the SimpliSqueeze dispensing closure, a
unit dose pump and the REPLICA pump for miniature fragrance packages.

Geographic Product Expansion. The Company plans to expand the geographic
availability of its products into other areas of the world. Examples of this
include:

. In 1994, the Company began producing dispensing closures in Mexico.

. In 1995, the Company began assembling pumps in the United States for the
fragrance/ cosmetics market.

. In 1995, the Company acquired General Plastics, S.A., a premier supplier
of dispensing closures to the French market.

6
<PAGE>

. In 1995, the Company acquired a 35% interest in Loffler Kunststoffwerk
GmbH & Co. KG, a supplier of closures to the German market.

. In 1997, the Company began producing pumps, dispensing closures and
aerosol valves in China.

. In 1998, the Company began producing dispensing closures in the United
Kingdom and plans to begin limited production of dispensing closures and
pumps in South America.

. In 1998, the Company began assembling pharmaceutical pumps in the United
States.

Targeted Market Expansion. With modifications or customization to existing
products, applications are targeted to new markets. For example, dispensing
closures originally designed for the personal care market have been modified to
meet the needs of the household/industrial and food markets.

Acquisition Opportunities. The Company has made several acquisitions in the
past (See "Business--History"). The overall packaging components market is
fragmented and includes a number of smaller, private and regionally focused
companies. The Company intends to pursue acquisitions to acquire innovative new
products, expand geographically or target new markets.

THE OFFERING

<TABLE>
<C> <S>
Common Stock offered by the Selling Stockholders.. 1,661,969 shares
Common Stock to be outstanding after the Offering. 18,010,669 shares (1)(2)
Use of Proceeds to the Company.................... The Company will not
receive any proceeds from
the sale of shares of
Common Stock by the Selling
Stockholders in the
Offering. In the event the
over-allotment option is
exercised by the
Underwriters, the Company
intends to use the net
proceeds to reduce debt.
See "Use of Proceeds to the
Company".
New York Stock Exchange symbol.................... ATR
</TABLE>
- --------
(1) The Company has granted an over-allotment option to the Underwriters to
purchase up to 249,295 additional shares of Common Stock which are not
included in the amount shown.
(2) Does not include 1,208,823 shares issuable upon exercise of outstanding
stock options as of May 27, 1998 with an average exercise price of $31.98
per share.

7
<PAGE>

SUMMARY FINANCIAL INFORMATION

The following table summarizes certain financial data with respect to
AptarGroup. The data, insofar as it relates to each of the years 1997, 1996,
1995, 1994 and 1993, have been derived from audited annual financial statements
and notes thereto, certain of which appear elsewhere in this Prospectus. The
data for the three months ended March 31, 1998 and certain of the data for the
three months ended March 31, 1997 have been derived from unaudited financial
statements appearing elsewhere in this Prospectus which, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the consolidated financial
position and results of operations for the interim periods presented. The
results for interim periods are not necessarily indicative of the results that
may be expected for the full fiscal year. The information set forth below
should be read in conjunction with the AptarGroup audited financial statements,
including the notes thereto, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations", which are included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
-------------- --------------------------------------
1998 1997 1997 1996 1995 1994 1993
------ ------ ------ ------ ------ ------ ------
(MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Net Sales............... $170.9 $158.3 $655.4 $615.8 $557.5 $474.3 $411.5
Cost of Sales........... 106.7 100.9 418.1 399.7 358.4 301.5 262.5
% of Net Sales... 62.4% 63.7% 63.8% 64.9% 64.3% 63.6% 63.8%
Selling, Research &
Development, and
Administrative......... 28.2 25.6 108.4 104.3 96.2 85.7 75.8
% of Net Sales... 16.5% 16.2% 16.5% 16.9% 17.3% 18.1% 18.4%
Depreciation and
Amortization........... 13.6 12.5 49.9 47.9 43.5 38.4 32.1
% of Net Sales... 8.0% 7.9% 7.6% 7.8% 7.8% 8.1% 7.8%
Operating Income........ 22.5 19.4 79.0 64.0 59.3 48.7 41.0
% of Net Sales... 13.1% 12.2% 12.1% 10.4% 10.6% 10.2% 10.0%
Income Before Accounting
Change (1)............. 13.2 11.4 46.5 37.5 35.7 27.3 21.6
Net Income.............. 13.2 11.4 46.5 37.5 35.7 27.3 23.0
% of Net Sales... 7.7% 7.2% 7.1% 6.1% 6.4% 5.7% 5.6%
PER COMMON SHARE:
Income Before
Accounting Change (1)
Basic.................. $ 0.73 $ 0.64 $ 2.59 $ 2.09 $ 1.99 $ 1.65 $ 1.34
Diluted................ 0.72 0.63 2.55 2.05 1.98 1.64 1.34
Net Income
Basic.................. 0.73 0.64 2.59 2.09 1.99 1.65 1.43
Diluted................ 0.72 0.63 2.55 2.05 1.98 1.64 1.43
Cash Dividends Declared. 0.08 0.07 0.30 0.28 0.26 0.23 0.10
BALANCE SHEET AND OTHER
DATA:
Capital Expenditures.... $ 13.4 $ 15.1 $ 71.2 $ 62.8 $ 55.5 $ 41.9 $ 46.7
Total Assets............ 611.8 568.9 585.4 576.1 559.2 465.4 408.0
Long-Term Obligations... 78.3 73.9 70.7 76.6 80.7 53.8 41.3
Stockholders' Equity.... 344.8 325.4 342.1 335.7 312.3 270.6 190.4
Interest Bearing Debt to
Total Capitalization... 20.4% 22.5% 17.7% 21.1% 23.8% 19.2% 37.5%
</TABLE>
- --------
(1) In the first quarter of 1993, the Company adopted SFAS 109 entitled
"Accounting for Income Taxes".

8
<PAGE>

USE OF PROCEEDS TO THE COMPANY

AptarGroup will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholders in the Offering. In the event the
Underwriters' over-allotment option is exercised in full, and assuming the
sale of the 249,295 shares of Common Stock subject to the over-allotment
option at an initial public offering price of $63 9/16 per share, the net
proceeds to AptarGroup are estimated to be approximately $15.0 million, after
deduction of underwriting discounts and estimated offering expenses payable by
the Company. AptarGroup intends to use substantially all of such proceeds to
reduce debt. The weighted average interest rate on the debt to be repaid was
approximately 6% as of March 31, 1998.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is traded on the NYSE under the symbol "ATR". The quarterly
per share price ranges for the Common Stock, as reported by the NYSE Composite
Tape, and cash dividends per share paid since January 1, 1996 were as follows:

<TABLE>
<CAPTION>
CASH
DIVIDENDS
HIGH LOW PAID
------- --------- ---------
<S> <C> <C> <C>
1996
First Quarter..................................... $41 7/8 $34 3/4 $.07
Second Quarter.................................... 43 1/8 29 .07
Third Quarter..................................... 37 1/8 30 3/8 .07
Fourth Quarter.................................... 36 30 1/2 .07
1997
First Quarter..................................... 40 5/8 32 3/4 .07
Second Quarter.................................... 45 7/8 35 1/8 .07
Third Quarter..................................... 59 1/8 44 1/2 .08
Fourth Quarter.................................... 59 1/8 50 7/16 .08
1998
First Quarter..................................... 64 1/4 47 15/16 .08
Second Quarter (through June 8, 1998)(1).......... 65 7/8 56 .08
</TABLE>
- --------
(1) On June 8, 1998, the reported closing price of the Common Stock on the
NYSE Composite Tape was $63 9/16 per share. On May 29, 1998, there were
approximately 900 holders of record of Common Stock.

9
<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
-------------- --------------------------------------
1998 1997 1997 1996 1995 1994 1993
------ ------ ------ ------ ------ ------ ------
(MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Net Sales............... $170.9 $158.3 $655.4 $615.8 $557.5 $474.3 $411.5
Cost of Sales........... 106.7 100.9 418.1 399.7 358.4 301.5 262.5
Selling, Research &
Development, and
Administrative......... 28.2 25.6 108.4 104.3 96.2 85.7 75.8
Depreciation and
Amortization........... 13.6 12.5 49.9 47.9 43.5 38.4 32.1
Operating Income........ 22.5 19.4 79.0 64.0 59.3 48.7 41.0
Income Before Accounting
Change (1)............. 13.2 11.4 46.5 37.5 35.7 27.3 21.6
Net Income.............. 13.2 11.4 46.5 37.5 35.7 27.3 23.0
PER COMMON SHARE:
Income Before Accounting
Change (1)
Basic.................. $ 0.73 $ 0.64 $ 2.59 $ 2.09 $ 1.99 $ 1.65 $ 1.34
Diluted................ 0.72 0.63 2.55 2.05 1.98 1.64 1.34
Net Income
Basic.................. 0.73 0.64 2.59 2.09 1.99 1.65 1.43
Diluted................ 0.72 0.63 2.55 2.05 1.98 1.64 1.43
Cash Dividends Declared. 0.08 0.07 0.30 0.28 0.26 0.23 0.10
BALANCE SHEET AND OTHER
DATA:
Capital Expenditures.... $ 13.4 $ 15.1 $ 71.2 $ 62.8 $ 55.5 $ 41.9 $ 46.7
Total Assets............ 611.8 568.9 585.4 576.1 559.2 465.4 408.0
Long-Term Obligations... 78.3 73.9 70.7 76.6 80.7 53.8 41.3
Stockholders' Equity.... 344.8 325.4 342.1 335.7 312.3 270.6 190.4
Interest Bearing Debt to
Total Capitalization. 20.4% 22.5% 17.7% 21.1% 23.8% 19.2% 37.5%
</TABLE>
- --------
(1) In the first quarter of 1993, the Company adopted SFAS 109 entitled
"Accounting for Income Taxes".

10
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Set forth below is a discussion and analysis by AptarGroup management of the
results of operations of AptarGroup. Such discussion and analysis should be
read in conjunction with the financial statements and the notes thereto
included elsewhere in this Prospectus.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
relationship of certain items to net sales.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
---------------- -------------------------
1998 1997 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net sales......................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales..................... 62.4 63.7 63.8 64.9 64.3
Selling, research & development
and administrative expenses...... 16.5 16.2 16.5 16.9 17.3
Depreciation and amortization..... 8.0 7.9 7.6 7.8 7.8
------- ------- ------- ------- -------
Operating income.................. 13.1 12.2 12.1 10.4 10.6
Other expenses, net............... (0.2) (0.5) (0.1) (0.6) (0.3)
------- ------- ------- ------- -------
Income before income taxes........ 12.9 11.7 12.0 9.8 10.3
Provision for income taxes........ 5.2 4.5 4.9 3.7 3.9
------- ------- ------- ------- -------
Net income........................ 7.7% 7.2% 7.1% 6.1% 6.4%
======= ======= ======= ======= =======
</TABLE>

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997

Net sales for the quarter ended March 31, 1998 totaled $170.9 million, an
increase of approximately 8% from the corresponding period of 1997. Sales were
negatively affected by the translation of AptarGroup's foreign sales due to
the stronger U.S. dollar relative to the same three-month period of 1997. If
the dollar exchange rate had been constant, sales for the three months ended
March 31, 1998 would have increased approximately 14%. The increase for the
quarter ended March 31, 1998 is primarily attributed to strong sales of pumps
to the pharmaceutical market worldwide, increased sales of pumps and aerosol
valves to the personal care market in Europe and increased sales to the
fragrance/cosmetics market worldwide.

European sales represented approximately 56% of net sales for the quarter
ended March 31, 1998, compared to 58% for the same period a year ago. U.S.
sales represented 39% of net sales for the quarter ended March 31, 1998,
compared to 38% for the same period a year ago. Sales from other foreign
operations represented 5% of net sales for the quarter ended March 31, 1998
compared to 4% for the same period a year ago.

Cost of sales as a percent of net sales decreased to 62.4% in the first
quarter of 1998 compared to 63.7% in the same period a year ago. The decrease
for the quarter ended March 31, 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, research & development and administrative expenses ("SG&A")
increased 10.4% to $28.2 million in the first quarter of 1998, compared to
$25.6 million in the same period a year ago. As a percent of net sales, SG&A
increased in the first quarter of 1998 to 16.5% from 16.2% a year ago.

Operating income increased to $22.5 million in the first quarter of 1998
compared to $19.4 million for the same period a year ago. The increase for the
quarter ended March 31, 1998 is due to higher

11
<PAGE>

sales volume, change in mix of products sold and cost savings. In addition,
approximately $0.5 million of the increase for the quarter ended March 31,
1998 is due to the positive effect of gains on inter-country transactions net
of the negative impact of translation.

European operations represented 75% of total operating income in the first
quarter of 1998, compared to 72% for the same period a year ago. U.S.
operations represented 36% of operating income in the first quarter in 1998,
compared to 39% in the corresponding period in 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 three months ended March 31, 1998 was 40.3%,
compared to 38.3% for the same period a year ago. The increase is primarily
due to a 5 percentage point increase in the French corporate income tax rate
that was enacted in the fourth quarter of 1997, but was retroactive to the
beginning of 1997. Under generally accepted accounting principles, this
retroactive adjustment was recorded entirely in the fourth quarter of 1997 and
therefore was not reflected in reported first quarter 1997 results. The
Company expects the effective tax rate for 1998 to be in the range of 40.0% to
40.8%.

Net income for the first quarter of 1998 increased 15.5% to $13.2 million,
compared to $11.4 million in the first quarter of 1997. The increase in net
income for the quarter ended March 31, 1998 is primarily due to higher sales
volume and cost containment efforts.

1997 Compared to 1996

Net sales in 1997 totaled $655.4 million, an increase of 6.4% when compared
to net sales of $615.8 million in 1996. Sales were negatively affected by the
translation of AptarGroup's foreign sales due to the stronger U.S. dollar
relative to 1996. If the U.S. dollar exchange rates had not changed from year
to year, net sales for 1997 would have increased approximately 15%. The
increase in sales is primarily attributed to increased volume of the Company's
major product lines despite a competitive pricing environment. European sales
represented approximately 55% of the Company's total sales compared to 58% in
1996. U.S. sales represented approximately 40% of the Company's total sales
compared to 38% in 1996. Sales from other foreign operations represented 5% of
the Company's total sales compared to 4% in 1996.

Cost of sales as a percent of net sales decreased in 1997 to 63.8% compared
to 64.9% in 1996. The decrease is attributed to the mix of products sold, cost
savings and a net gain from changes in exchange rates on inter-country
transactions. The impact of changes in raw material costs, including plastic
resin and metal, in 1997 was not significant.

SG&A increased to $108.4 million compared to $104.3 million in 1996. SG&A
decreased as a percent of sales from 16.9% in 1996 to 16.5% in 1997 due to
sales growing at a faster pace than SG&A expenses.

Depreciation and amortization expenses increased from $47.9 million in 1996
to $49.9 in 1997. As a percent of sales, depreciation and amortization
decreased to 7.6% in 1997 from 7.8% in 1996.

Operating income increased to $79.0 million compared to $64.0 million in
1996. Operating income was favorably impacted in 1997 by approximately $4.3
million of a net gain due to favorable changes in exchange rates between
comparable periods on various inter-country transactions, partially offset by
the adverse effect of the stronger U.S. dollar on the translation of foreign
denominated results.

During 1997, the Company began production in China. Due to underutilization
of overhead expenses during this first year of production, operating income
was adversely affected by $1.2 million.

12
<PAGE>

Operating income from European operations (excluding corporate expenses)
represented 74% and 68% of total operating income in 1997 and 1996,
respectively. Operating income in 1997 from U.S. operations (excluding
corporate expenses) represented 41% of total operating income compared to 44%
in 1996. The increase in the percentage of operating income attributable to
European operations was primarily due to the mix of products sold and the net
gain from changes in exchange rates.

Net other expenses decreased to $0.4 million in 1997 from $3.8 million in
1996. The decrease is primarily attributable to increased income from equity
investments in affiliates coupled with lower net interest expense.

The effective income tax rate increased from 37.6% in 1996 to 40.8% in 1997.
The increased effective tax rate is primarily due to an increased corporate
tax rate in France combined with the mix of income earned. During the fourth
quarter of 1997, the French government increased the French corporate tax rate
by 5 percentage points, from 36.7 to 41.7%, retroactive to the beginning of
the year. This increased income tax expense for the year by approximately $1.8
million, which was recorded entirely in the fourth quarter and therefore was
not reflected in reported results for any of the first three quarters of 1997.
Had the French tax increase been passed at the beginning of 1997, income taxes
would have increased by approximately $0.4 million for each quarter. The
remainder relates to an adjustment to the balance of deferred taxes at the
beginning of the year which will not recur in 1998. The increased French tax
rate will continue in 1998 and is scheduled to decrease in 1999 and terminate
at the beginning of 2000.

Net income increased 24% to $46.5 million in 1997 compared to $37.5 million
in 1996. The increase in net income is primarily due to higher sales volume
and cost containment efforts.

1996 Compared to 1995

Net sales in 1996 totaled $615.8 million, an increase of 10.5% when compared
to net sales of $557.5 million in 1995. Excluding the effects of the
acquisitions made in the fourth quarter of 1995, sales grew 6.9% in 1996. The
translation of foreign sales to U.S. dollars in 1996 was affected by changes
in exchange rates. If the U.S. dollar exchange rates had not changed from year
to year and the effect of the acquisitions were excluded, net sales for 1996
would have increased approximately 8.4%. The increase in sales is primarily
attributed to increased sales volume of pumps to the pharmaceutical market and
volume increases in pumps, dispensing closures and aerosol valves to the
personal care market. These volume increases were partially offset by price
decreases and softness of pump sales to customers in the European
fragrance/cosmetics market. European sales represented approximately 58% of
the Company's total sales compared to 60% in 1995. U.S. sales represented
approximately 38% of the Company's total sales compared to 36% in 1995. Sales
from other foreign operations represented 4% of the Company's total sales in
1996 and 1995.

During the fourth quarter of 1995, the Company acquired Liquid Molding
Systems, Inc. ("LMS"), a U.S. company that owns the patent and the liquid
silicone molding expertise to produce valves for the SimpliSqueeze dispensing
closure system, and General Plastics S.A. ("General Plastics"), a French
company which manufactures primarily dispensing closures. General Plastics
uses bi-injection molding technology, which allows for the molding of two
colors or two materials in the same cycle. Also during the fourth quarter of
1995, the Company purchased a 35% minority interest in Loffler Kunststoffwerk
GmbH & Co. KG ("Loffler"), a privately-held German manufacturer of dispensing
and standard closures. The two acquisitions have been accounted for as
purchases and the minority interest has been accounted for under the equity
method. The effect of these transactions on the Company's net income for 1996
and 1995 was not significant.

The purchase agreement between the Company and Loffler includes a provision
that adjusts the purchase price for the 35% interest based on earnings of
Loffler from 1995 through 1997. The purchase price adjustment based on such
earnings will not be material to the 1998 financial statements.

13
<PAGE>

In 1996 the Company sold a 35% interest in certain of the Company's European
dispensing closure operations to Loffler for approximately $3.8 million. The
net gain on the sale of the minority interests was not significant.

Cost of sales as a percent of net sales increased in 1996 to 64.9% compared
to 64.3% in 1995. The increase was primarily attributed to underutilized
capacity in the Company's fragrance operations, continued price competition
and the mix of products sold. The impact of changes in raw material costs,
including plastic resin and metal, in 1996 was not significant.

SG&A increased to $104.3 million compared to $96.2 million in 1995. The
increase was primarily due to the acquisitions made in the fourth quarter of
1995 and increased spending for research and development. SG&A decreased as a
percentage of sales from 17.3% in 1995 to 16.9% in 1996 due to sales growing
at a faster pace than SG&A expenses.

Depreciation and amortization expenses increased from $43.5 million in 1995
to $47.9 million in 1996. As a percent of sales, depreciation and amortization
remained consistent between the years at 7.8%.

Operating income from European operations (excluding corporate expenses)
represented 68% and 82% of total operating income in 1996 and 1995,
respectively. Operating income in 1996 from U.S. operations (excluding
corporate expenses) represented 44% of total operating income compared to 35%
in 1995. The decrease in the percentage of operating income attributable to
European operations was due to underutilized capacity as a result of softness
in the fragrance/cosmetics market.

Net other expenses increased to $3.8 million in 1996 from $1.7 million in
1995. The increase was primarily attributable to lower income of affiliates
and higher net interest costs in 1996.

The effective income tax rate decreased from 38.0% in 1995 to 37.6% in 1996.
The decreased effective tax rate was due to the mix of income earned.

Net income increased 5% to $37.5 million in 1996 compared to $35.7 million
in 1995. The increase in net income was primarily attributable to higher sales
volume and continued cost containment.

QUARTERLY TRENDS

The Company's results of operations in the second half of the year typically
are negatively impacted by European summer holidays and customer plant
shutdowns in December. In the future, the Company'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
the Company's products are sold and changes in general economic conditions in
any of the countries in which the Company does business.

FOREIGN CURRENCY

A significant portion of the Company's operations is located outside of the
United States. Because of this, movements in exchange rates may have a
significant impact on the translation of the financial conditions and results
of operations of AptarGroup's foreign entities. The Company's significant
foreign exchange exposures are to the Italian Lira, French Franc and German
Mark. The Company manages its exposures to foreign exchange principally with
forward exchange contracts to hedge certain firm purchase and sales
commitments and intercompany cash transactions denominated in foreign
currencies.

In some cases, the Company sells products denominated in a currency
different than the currency for which the respective costs are incurred.
Changes in exchange rates on such inter-country sales could materially impact
the Company's results of operations.

14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has generated positive cash flows from operations
and has utilized the majority of such cash flows to invest in capital
projects. Net cash provided by operations in the three months ended March 31,
1998 was $16.8 million compared to $11.0 million in the same period a year
ago. The increase is primarily attributed to increased net income and less
cash used for working capital in 1998. Total net working capital at March 31,
1998 was $138.7 million, compared to $130.8 million at December 31, 1997. Net
cash provided by operations was $86.2 million, $67.3 million and $61.7 million
during 1997, 1996 and 1995, respectively.

Net cash used by investing activities in the three months ended March 31,
1998 increased to $18.5 million from $15.0 million in the same period a year
ago primarily due to the Company's repurchase of a 35% interest in its
European closure business from Loffler, the Company's European closure
business partner. This transaction did not have a material impact on the
financial statements of the Company. Net cash used for investing activities
totaled $69.7 million, $59.2 million and $84.7 million for the years ended
December 31, 1997, 1996 and 1995, respectively. The increase between 1996 and
1997 is primarily due to an increase in capital expenditures. The industry in
which AptarGroup operates is capital intensive and, accordingly, capital
expenditures were $71.2 million, $62.8 million, and $55.5 million for the
years ended December 31, 1997, 1996 and 1995, respectively. Management
anticipates that cash outlays for capital expenditures for all of 1998 will be
approximately $80 million.

Net cash provided by financing activities decreased to $6.3 million in the
three months ended March 31, 1998, compared to $8.3 million in 1997. Net cash
(used) provided by financing activities was $(13.0) million, $(8.6) million,
and $19.7 million for the years ended December 31, 1997, 1996 and 1995,
respectively. The ratio of interest-bearing debt to total capitalization was
20.4% and 17.7% at March 31, 1998 and December 31, 1997, respectively. 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. It is expected that this practice will continue.

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
March 31, 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 March 31, 1998. Short-term
obligations of $21.7 million and $3.3 million of current portion of long-term
debt were reclassified as long-term obligation as of December 31, 1997.

On April 23, 1998, the Board of Directors declared a quarterly dividend of
$0.08 per share payable on May 27, 1998 to stockholders of record as of May 6,
1998.

OUTLOOK

Over the past few years, a consolidation of the Company's customer base has
occurred. This trend is expected to continue. A concentration of customers may
result in additional price pressure or loss of volume. This situation also
presents opportunities for increasing sales due to the breadth of the
Company's product line and its international presence.

The Company's net income could be affected by increases in raw material
costs. The Company attempts to offset inflation through cost containment and
increased selling prices over time, as allowed by market conditions.

15
<PAGE>

As the Company expands geographically, particularly into Asia and South
America, investments may be made in countries that may not be as politically
stable as the U.S. or the Western European countries in which the Company has
a majority of its operations. The Company monitors its exposure in these other
countries to minimize risk.

The Asian crisis experienced in 1997 and 1998 does not have a direct
significant impact on the Company due to the Company's relatively small
presence in Asia and the current low level of export into the region. The
indirect impact on AptarGroup due to lesser demand of the Company's customers'
products which are exported to Asia cannot be quantified.

The Company has reviewed its major systems and believes they are Year 2000
compliant or can be upgraded to meet Year 2000 demands. The Company believes
that with modifications to existing software and conversions to new software,
the Year 2000 issue will not have a material adverse effect on the results of
operations of the Company. The modifications and upgrades are expected to be
complete by early 1999, and the related costs should not be significant. The
Company is also working with suppliers to ensure that they are Year 2000
compliant.

The European Community will introduce a common European monetary unit called
the Euro effective January 1, 1999. While many details are still uncertain
concerning this introduction, the Company has begun investigating the impacts
that the Euro will have on its operations. While the Euro is expected to have
significant accounting and systems impacts as well as pricing impacts, the
Company does not believe that the introduction of the Euro will have a
material adverse effect on the results of its operations.

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.

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.

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 adopted both of these standards.

16
<PAGE>

BUSINESS

GENERAL

The Company is a leader in the design, manufacture and sale of three
categories of consumer product dispensing systems -- pumps, dispensing
closures and aerosol valves. The Company focuses on providing value-added
dispensing systems to global consumer product marketers in the
fragrance/cosmetics, personal care, pharmaceutical, household/industrial
products and food industries. Value-added packaging allows consumers to
conveniently dispense a product, in an aesthetically attractive package, which
consistently meets required usage or dosage characteristics. The Company
believes it is the largest supplier of pharmaceutical pumps worldwide, the
largest supplier of dispensing closures, aerosol valves and personal care fine
mist pumps in North America and the largest supplier of fragrance/cosmetic and
personal care fine mist pumps in Europe. The Company's manufacturing
facilities are located primarily in North America and Europe, and in 1997 the
Company opened a manufacturing facility in China. The Company has over 1,000
customers with no single customer accounting for greater than 6% of the
Company's 1997 net sales.

Pumps are finger-actuated dispensing systems which disperse a spray or
lotion from non-pressurized containers. Pumps are principally sold to four
markets: fragrance/cosmetics, pharmaceutical, personal care and
household/industrial. Examples of pump applications in these markets include
perfumes, skin creams, oral and nasal sprays, hair sprays and window cleaners.
Dispensing closures are plastic caps, primarily for squeezable containers,
which allow a product to be dispensed without removing the cap. The majority
of the Company's dispensing closure sales have been to the personal care
market, and the Company is pursuing opportunities in the food and
household/industrial markets for additional applications of dispensing
closures. Products with dispensing closures include shampoos, skin lotions,
conditioners, household/industrial cleaners, ketchup and salad dressing
products. Aerosol valves are mechanisms which dispense product from
pressurized containers. Continuous spray aerosol valves are frequently used
with hair sprays, spray paints, insecticides, automotive products and laundry
products. Metered dose aerosol valves are used to dispense precise amounts of
product and are primarily sold to the pharmaceutical market for lung and heart
medications.

Sales of the Company's dispensing systems, especially pumps, dispensing
closures and metered dose aerosol valves have grown at a faster rate than the
overall packaging industry during the past five years as consumer demand
shifted to products with more convenient dispensing systems. The Company
expects this trend to continue. Consumer product marketers have converted many
of their products to packages with dispensers that offer the benefit of
increased convenience, cleanliness or accuracy of dosage. For example, the
Company is developing applications for SimpliSqueeze(R), a no-leak, invertible
closure with one-hand dispensing convenience. SimpliSqueeze features a
silicone valve that enables the product to be dispensed with a slight squeeze
of the bottle, and upon release, closes firmly and does not leak. Consumer
awareness of the innovative SimpliSqueeze closure is expected to grow as a
result of its current use in the personal care market with hair care, shower
gel and moisturizing lotion products. During 1997, the advantages of
SimpliSqueeze were applied in the non-carbonated beverage market. AptarGroup
worked with The Coca-Cola Company to incorporate the SimpliSqueeze valve into
their sports drink requirements. Due to this success, AptarGroup is tailoring
the SimpliSqueeze technology for use on a variety of consumer products.

17
<PAGE>

Another example of a system that offers increased convenience is a unit dose
pump that dispenses a single exact dosage of medication nasally as an
alternative to pills or syringes. During 1997, AptarGroup expanded its sales
of unit dose pumps to applications that deliver medicine for migraine relief
in a nasal spray.

PUMPS (60% OF 1997 NET SALES)

AptarGroup believes it is the leading supplier of pharmaceutical pumps to
the world, fragrance/cosmetics pumps to Europe and personal care fine mist
pumps to Europe and North America. An element of the Company's growth strategy
is the geographic expansion of pump operations. Adding to the Company's
personal care fine mist pump manufacturing capabilities in the U.S., the
Company began assembling fragrance/cosmetics pumps in the United States in
early 1995 and began production of personal care lotion pumps in 1997. The
Company has sales offices in Japan and in 1997, began producing pumps in China
to enhance its position in the Asian markets. In 1997, 1996 and 1995, pump
sales accounted for approximately 60%, 63% and 65%, respectively, of
AptarGroup's net sales.

Fragrance/Cosmetics

The Company believes it is the leading supplier of pumps to the
fragrance/cosmetics market in Europe. Pumps are manufactured to meet exacting
size and performance requirements. Significant research, time and coordination
with the customers' development staff is required to qualify a pump for use
with their products. Recently, the Company developed several new pumps for the
fragrance/cosmetics market. An example is a pump that permanently affixes to a
bottle without the need for crimping, enabling customers to assemble their
finished product more easily, efficiently and economically. Another example is
a tubeless pump. The conventional tube, the device that takes the product up
from the bottom of the container when the button on top is pushed down, was
removed. In its place, a reservoir was substituted. During 1997, the REPLICA
pump was introduced for miniature fragrance packages. REPLICA is a small fine
mist pump, with a mechanism just 32 millimeters in length. Despite its size,
REPLICA combines aesthetically pleasing design with the same high level of
performance as AptarGroup's conventional pumps.

Within this market, the Company expects the use of pumps to continue to
increase, particularly in the cosmetics sector. For example, packaging for
certain products such as skin moisturizers and anti-aging lotions is
undergoing a conversion to pump systems, which may provide growth
opportunities for the Company.

Pharmaceutical

The Company considers itself to be the leading supplier of pumps to the
pharmaceutical market worldwide. AptarGroup has clean room manufacturing
facilities in France, Germany, Switzerland and the United States which produce
pumps in a contaminant-controlled environment. The Company believes that the
use of pumps in the dispensing of pharmaceuticals will continue to increase.
Demand is increasing for the Company's pumps which provide consistent dosages
of particular drugs. During 1997, AptarGroup expanded its sales of unit dose
pumps to applications that deliver medicine for migraine relief in a nasal
spray. This system ensures that medication is administered quickly and
effectively. AptarGroup is also working with pharmaceutical companies to
design dispensing systems for the delivery of such medications as flu vaccines
and cold remedies.

18
<PAGE>

Personal Care

The Company believes it is the largest supplier of personal care fine mist
pumps in North America and Europe. Personal care pumps are primarily sold for
use in hair care and deodorant products. Sales of fine mist pumps to this
market have increased significantly over the last several years. The Company
has been a supplier of lotion pumps to the personal care market primarily in
Europe and is expanding sales of lotion pumps to the personal care market in
North America.

Other

The Company has not focused on the household/industrial pump market.
Household/industrial products primarily utilize trigger or other high output
pumps for such applications as bathroom cleaners, window sprays, and general
household/industrial cleaners. The Company manufactures high output pumps for
the household market; however, it currently does not manufacture a trigger
pump. Pumps have not been extensively used in the food industry.

DISPENSING CLOSURES (19% OF 1997 NET SALES)

Dispensing closures are plastic caps, primarily for squeezable containers,
which allow a product to be dispensed without removing the cap. Products with
dispensing closures include shampoos, skin lotions, conditioners, household
cleaners, ketchup and salad dressing products. Although the Company sells
dispensing closures to all markets, the majority of the Company's sales have
been to the personal care market. The Company believes that it is the largest
manufacturer of dispensing closures in North America. In 1997, 1996 and 1995,
dispensing closure sales accounted for approximately 19%, 18% and 16%,
respectively, of AptarGroup's net sales.

Sales of dispensing closures have grown as consumers worldwide have
demonstrated a preference for a package utilizing the convenience of a
dispensing closure. As a result of this trend, consumer marketers are
continually evaluating opportunities to convert non-dispensing closures to
dispensing closures in order to differentiate their products and make them
more appealing to customers. An example of this is the conversion of shampoo
packages from twist-off caps to dispensing closures. Similar conversions have
occurred with toothpaste, ketchup and skin care products. The Company believes
future growth opportunities exist for converting other products to dispensing
closures.

The Company's growth strategy for the dispensing closure business is to gain
greater market share in the European, South American and Asian markets, to
develop innovative new products and to adapt existing products for new
markets.

Personal Care

Historically, the Company's primary focus for dispensing closures has been
the personal care industry. Products with dispensing closures include
shampoos, skin lotions, conditioners and toothpaste. In order to expand its
business in this market, the Company has focused on the development of new
products, including SimpliSqueeze, a no-leak, invertible closure with one-hand
dispensing convenience. SimpliSqueeze features a silicone valve that enables
the product to be dispensed with a slight squeeze of the bottle, and upon
release, closes firmly and does not leak. Consumer awareness of the innovative
SimpliSqueeze closure is expected to grow as a result of its current use with
hair care, shower gel and moisturizing lotion products and other customer
applications.

Household/Industrial

The Company has not had significant dispensing closure sales to the
household/industrial market. The Company believes this market offers an
opportunity for expansion. The Company is building stronger relationships with
the consumer product marketers operating in the household/industrial market.
The Company adapts existing products to target this market. For example, the
Directional Pour Spout(TM) incorporates an elongated spout that enables the
consumer to pinpoint the dispensing of the product in exactly the desired
direction.

19
<PAGE>

Food

In the food market, the Company believes opportunities for future
applications exist comparable to the conversion of ketchup packaging to a
dispensing closure. The trend of food manufacturers to offer products in a
squeezable dispensing package has been increased, for example, in mayonnaise,
jellies and salad dressing products. An increase in the conversion of food
products, such as edible oils, to squeezable dispensing closures could provide
growth opportunities for the Company. The Company's Directional Pour Spout can
also be used with food products.

During 1997, the advantages of SimpliSqueeze were applied in the non-
carbonated beverage market. AptarGroup worked with The Coca-Cola Company to
incorporate the SimpliSqueeze valve into their sports drink requirements. Due
to this success, AptarGroup is tailoring the SimpliSqueeze technology into
other food/beverage markets.

Other

Sales of dispensing closures to the pharmaceutical market have not been
significant. The Company is developing products for this market. In addition,
the SimpliSqueeze technology is being expanded for use with automotive
appearance products.

AEROSOL VALVES (19% OF 1997 NET SALES)

Aerosol valves are mechanisms which dispense product from pressurized
containers. The Company sells two different types of aerosol valves. The first
type is a continuous spray valve frequently used with hair sprays, spray
paints, insecticides, automotive products and laundry products. The second
type of valve is a metered dose aerosol valve used to dispense precise amounts
of product. This valve is primarily sold to the pharmaceutical market for lung
and heart medications. In 1997, 1996 and 1995, aerosol valve sales accounted
for approximately 19%, 17% and 18%, respectively, of AptarGroup's net sales.

Over the past 25 years, the number of aerosol valve companies in North
America and Europe has decreased significantly. The majority of the North
American market is concentrated in three companies. AptarGroup believes it is
the largest aerosol valve supplier in North America. The Company's aerosol
valves have historically been targeted primarily to the personal care and
household/industrial markets.

Personal Care

The primary applications in the personal care market include hair products,
deodorants and shaving creams. Demand for aerosol valves is dependent upon
consumer preference for application, consumer perception of environmental
impact, and changes in demand for the products in this market.

Household/Industrial

The primary applications for valves in the household/industrial market
include disinfectants, spray paints, insecticides, automotive products and
laundry sprays. The Company sells several customized overcaps that allow
product to be dispensed by actuating the valve which is situated in the cap on
the can. These overcaps are used, for instance, in household disinfectant
sprays and room fresheners. They provide a higher degree of differentiation
and convenience relative to competing sprays since the cap does not need to be
removed prior to usage.

Pharmaceutical

Metered dose aerosol valves are primarily used for the dispensing of
medication for the lungs and heart. Aerosol technology allows medication to be
broken up into very fine particles, which enables the drug to be delivered to
the lungs or heart with greater efficiency than pills.

20
<PAGE>

Other

Aerosol valves are not significantly used in the food industry. In the
fragrance/cosmetics market, valves have been largely replaced by pumps as the
preferred dispensing mechanism.

HISTORY

The Company's business began as a one-product, one-country operation that
has become a multinational supplier of a broad line of dispensing packaging
systems. The Company's business was started in the late 1940's through its
Seaquist Perfect Dispensing division which manufactured and sold aerosol
valves in the United States. In 1964, this business was acquired by Pittway
Corporation ("Pittway"). The Company's business has grown primarily through
the acquisition of relatively small companies and internal expansion.

<TABLE>
<CAPTION>
DATE BUSINESS COUNTRY START-UP/ACQUISITION INITIAL PRODUCT LINE
- ---- -------- ------- -------------------- --------------------
<S> <C> <C> <C> <C>
1968 SeaquistPerfect Germany Acquisition Aerosol valves
Dispensing GmbH
(formerly
Perfect-Valois Ventil
GmbH)
1970 Valois S.A. France Acquisition Aerosol valves
1976 Seaquist Closures L.L.C. U.S. Start-up Dispensing closures
1976 35% of certain Pfeiffer
Group companies Germany Acquisition Pumps
1981 AR Valve product line U.S. Acquisition Aerosol valves
1981 RDW Industries, Inc. U.S. Acquisition Dispensing closures
1983 STEP S.A. France Acquisition Pumps
1989 SAR SpA Italy Acquisition Pumps
1993 Remainder of the
Pfeiffer Group Germany Acquisition Pumps
1994 Seaquist de Mexico,
S.A. de C.V. Mexico Start-up Dispensing closures
1995 Liquid Molding Systems,
Inc. U.S. Acquisition Silicone molded products
1995 35% of Loffler
Kunststoffwerk
GmbH & Co. KG Germany Acquisition Closures
1995 General Plastics, S.A. France Acquisition Closures
1997 50% of CosterSeaquist
L.L.C. U.S. Start-up joint Aerosol spray caps and
venture accessories
1997 Aptar Suzhou
Dispensing Systems,
Co., Ltd. China Start-up Aerosol valves, pumps,
closures
</TABLE>

As a result of its internal product line expansion and its acquisition
program, the Company has become a leader in its markets. The Company believes
there are future growth opportunities available to it in terms of (i) further
geographic and product line extension and (ii) additional acquisitions.

In 1993, Pittway distributed 100% of AptarGroup's then outstanding Common
Stock, on a share-for-share basis, to holders of Pittway common stock and
Pittway class A stock.

21
<PAGE>

OPERATIONS

The locations of the Company's principal manufacturing facilities, by
country, are set forth below:

<TABLE>
<CAPTION>
FRANCE GERMANY NORTH AMERICA
<S> <C> <C>
Caen Bohringen Cary, Illinois, USA
Le Neubourg Dortmund Midland, Michigan, USA
Le Vaudreuil Eigeltingen Mukwonago, Wisconsin,
Meaux USA
Verneuil Sur Avre Norwalk, Connecticut, USA
Queretaro, Mexico
<CAPTION>
ITALY CHINA UNITED KINGDOM
<S> <C> <C>
San Giovanni Teatino Suzhou Leeds, England
(Chieti)
Manoppello
<CAPTION>
SWITZERLAND IRELAND
<S> <C> <C>
Messovico Tourmakeady, County Mayo
</TABLE>

In addition to the above countries, the Company has sales offices or other
manufacturing facilities in Argentina, Australia, Brazil, Canada, England,
Japan, and Spain. The Company's corporate offices are located in Crystal Lake,
Illinois.

RESEARCH AND DEVELOPMENT

The Company is continuously involved in developing innovative products and
adapting existing products for new markets and customer requirements.
Expenditures for research and development activities were $20.8 million, $20.1
million and $17.5 million in 1997, 1996 and 1995, respectively. These costs
were associated with a number of products in varying stages of development.

PATENTS AND TRADEMARKS

AptarGroup will continue to sell its products under the names used by its
operating units and is not currently offering any products under the
AptarGroup name. The names used by its operating units have been trademarked.

AptarGroup customarily seeks patent and trademark protection for its
products and currently owns and has numerous applications pending for United
States and foreign patents and trademarks. In addition, certain of
AptarGroup's products are produced under patent licenses granted by third
parties. The majority of AptarGroup's net sales are generated by products
which have patent protection on either the product or a component of the
product. Management believes that it possesses certain technical capabilities
in making its products that would also make it difficult for a competitor to
duplicate them.

TECHNOLOGY

Pumps and aerosol valves require the assembly of up to 15 different plastic,
metal and rubber components using high-speed equipment. When molding
dispensing closures, or plastic components to be used in pump or aerosol valve
products, the Company uses advanced plastic injection molding technology,
including large cavitation plastic injection molds. These molds are required
to maintain tolerances as small as one one-thousandth of an inch and
manufacture products in a high-speed, cost-efficient manner. The acquisitions
of LMS and General Plastics added significant new molding technologies. LMS's
experience in liquid silicone rubber molding allows the Company to pursue
opportunities to use silicone molding in other product lines. The Company
plans to use the bi-injection molding technology used by General Plastics to
develop innovative new products for the packaging industry.

22
<PAGE>

MANUFACTURING AND SOURCING

The principal raw materials used in AptarGroup's production are plastic
resins and certain metal products. AptarGroup believes an adequate supply of
such raw materials is readily available from existing and alternate sources.
The Company attempts to offset inflation through cost containment and
increased selling prices over time, as allowed by market conditions.
AptarGroup also purchases plastic and metal components that are used in the
final assembly of its products from suppliers in North America and Europe.
Certain suppliers of these components have unique technical abilities that
make AptarGroup dependent on them, particularly for aerosol valve and pump
production in North America. Significant delays in receiving components from
these suppliers would require AptarGroup to seek alternate sources, which
could result in higher costs as well as impact the ability of the Company to
supply products in the short term. The Company has not experienced such delays
in the past.

SALES AND DISTRIBUTION

Sales of products are primarily through AptarGroup's own sales force. To a
limited extent, AptarGroup also uses the services of independent
representatives and distributors who sell AptarGroup's products as independent
contractors to certain smaller customers and export markets. Backlogs are not
a significant factor in the industry in which the Company operates. Most
orders placed with the Company are for delivery within 120 days. Some
customers place blanket orders which extend beyond this delivery period;
however, deliveries against these orders are subject to change.

CUSTOMERS

The demand for AptarGroup's products is influenced by the demand for the
products of AptarGroup's customers. Demand for the products of AptarGroup's
customers may be affected by general economic conditions, government
regulations, tariffs and other trade barriers. AptarGroup's customers include
many of the largest fragrance/cosmetics, personal care, pharmaceutical,
household/industrial products and food marketers in the U.S. and Europe. The
Company has over 1,000 customers with no single customer accounting for
greater than 6% of 1997 net sales. Over the past few years, a consolidation of
the Company's customer base has occurred. This trend is expected to continue.
A concentration of customers may result in pricing pressures or a loss of
volume. This situation also presents opportunities for increased sales due to
the breadth of the Company's product line and its international presence.

INTERNATIONAL BUSINESS

A significant portion of AptarGroup's operations is located in Europe. Sales
in Europe for the three months ended March 31, 1998 and for the year ended
December 31, 1997 were approximately 56% and 55%, respectively, of net sales.
The majority of units sold in Europe are manufactured at facilities in France,
Germany, Ireland, Italy, Spain and Switzerland. Other geographic areas
serviced by AptarGroup include Argentina, Australia, Brazil, Canada, England,
Japan, and Mexico, though the combined sales from these areas is not
significant to AptarGroup's consolidated sales. During 1996, the Company
established a manufacturing facility in China that began producing valves in
early 1997. In late 1997, production of pumps and dispensing closures was
added at this facility.

FOREIGN CURRENCY

A significant portion of AptarGroup's operations is located outside of the
United States. Because of this, movements in exchange rates may have a
significant impact on the translation of the financial conditions and results
of operations of AptarGroup's foreign entities. In general, since the majority
of the Company's foreign operations are based in Europe, a weakening U.S.
dollar relative to the major European currencies has a positive translation
effect on the Company's financial condition and results of operations.
Conversely, a strengthening U.S. dollar would have the opposite effect. The
Company manages its exposures to foreign exchange principally with forward
exchange contracts to hedge certain firm purchase and sales commitments and
intercompany cash transactions denominated in foreign currencies.

23
<PAGE>

In some cases, the Company sells products denominated in a currency
different than the currency in which the respective costs are incurred.
Changes in exchange rates on such inter-country sales could materially impact
the Company's results of operations.

WORKING CAPITAL PRACTICES

Collection and payment periods tend to be longer for the Company's
operations located outside the United States due to local business practices.
Historically, the Company has not needed to keep significant amounts of
finished goods inventory to meet customer requirements.

EMPLOYEE AND LABOR RELATIONS

AptarGroup has approximately 4,100 full-time employees. Of the full-time
employees, approximately 1,100 are located in North America, and substantially
all of the remaining 3,000 are located in Europe. No North American employee
is covered by a collective bargaining agreement, while the majority of the
Company's international employees are covered by collective bargaining
arrangements made at either the local or national government level in their
respective countries. Termination of employees at certain AptarGroup European
operations could be costly due to local regulations regarding severance
benefits. Management of AptarGroup considers its employee relations to be
good.

COMPETITION

All of the markets in which AptarGroup operates are highly competitive, and
the Company continues to experience price competition in all product lines and
markets. Competitors include privately and publicly-held entities, the
majority being privately-held. AptarGroup's competitors range from regional to
international companies. AptarGroup expects the market for its products to
continue to be competitive.

AptarGroup believes its competitive advantages are consistent high levels of
quality, service and innovation, geographic diversity and breadth of products.
The Company's manufacturing strength lies in the ability to mold complex
plastic components in a cost-effective manner and to assemble products at high
speeds.

ENVIRONMENT

AptarGroup's manufacturing operations primarily involve plastic injection
molding and automated assembly processes. Historically, the environmental
impact of these processes has been minimal, and management believes it meets
current environmental standards in all material respects.

GOVERNMENT REGULATION

To date, the manufacturing and assembly operations of AptarGroup have not
been significantly affected by environmental laws and regulations relating to
the environment.

Certain AptarGroup products are affected by government regulation. Growth of
packaging using aerosol valves has been restrained by concerns relating to the
release of certain chemicals into the atmosphere. Both aerosol and pump
packaging are affected by government regulations regarding the release of
VOC's (volatile organic compounds) into the atmosphere. Certain states within
the United States have regulations requiring the reduction in the amount of
VOC's that can be released into the atmosphere and the potential exists for
this type of regulation to expand to a worldwide basis. These regulations
require the Company's customers to reformulate certain aerosol and pump
products which may affect the demand for such products. The Company owns
patents and has developed systems to function with alternate propellant and
product formulations.

24
<PAGE>

Aerosol packaging of paints has also been adversely impacted by local
regulations adopted in many large cities in the United States designed to
address the problem of spray painted graffiti. Aerosol packaging may be
adversely impacted by insurance cost considerations relating to the storage of
aerosol products.

Government regulation in the dispensing closure product line primarily
relates to waste reduction. The Company's dispensing closures are plastic and
mainly consist of polypropylene, a recyclable plastic. The Company also uses
recycled plastic in its manufacturing process.

Future government regulations could include medical cost containment
elements. For example, reviews by various governments to determine the number
of drugs or prices thereof that will be paid by their insurance systems could
affect future sales to the pharmaceutical industry. Such regulation could
adversely affect prices of and demand for the Company's pharmaceutical
products. The Company believes that the recent focus on the cost effectiveness
of the use of medications as compared to surgery and hospitalization provides
an opportunity for the Company to expand sales to the pharmaceutical market.
Regulatory requirements impact the Company's customers and could affect the
Company's investment in and manufacturing of products for the pharmaceutical
market.

25
<PAGE>

MANAGEMENT

The Company's directors and executive officers and their positions with the
Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITIONS AND OFFICES
- ---- --- ---------------------
<S> <C> <C>
King Harris............. 55 Chairman of the Board and Director
Carl A. Siebel.......... 63 President, Chief Executive Officer and Director
Peter Pfeiffer.......... 49 Vice Chairman of the Board and Director
Eugene L. Barnett....... 70 Director
Robert Barrows.......... 49 Director
Ralph Gruska............ 67 Director
Leo A. Guthart.......... 60 Director
Ervin J. LeCoque........ 68 Director
Alfred Pilz............. 67 Director
Jacques Blanie.......... 51 Executive Vice President of SeaquistPerfect Dispensing L.L.C.
Francois Boutan......... 55 Financial Director and Controller of European Operations
Pierre Cheru............ 64 Directeur General of Valois S.A.
Stephen J. Hagge........ 46 Executive Vice President and Chief Financial Officer,
Secretary and Treasurer
Lawrence Lowrimore...... 53 Vice President-Human Resources
Francesco Mascitelli.... 47 Direttore Generale of SAR S.p.A.
James R. Reed........... 62 President of SeaquistPerfect Dispensing L.L.C.
Eric S. Ruskoski........ 50 President of Seaquist Closures L.L.C.
Hans-Josef Schutz....... 53 Geschaftsfuhrer (i.e., Managing Director) of the Pfeiffer Group
Alain Vichot............ 64 Vice President--Marketing
</TABLE>

King Harris and Robert Barrows are cousins, and Alfred Pilz and Peter
Pfeiffer are brothers-in-law.

King Harris has been the non-executive Chairman of the Board of AptarGroup
since January 1, 1996. Mr. Harris has served as President and Chief Executive
Officer of Pittway since 1989 and was President of Pittway Corporation, a
Pennsylvania corporation ("Pennsylvania Pittway"), that was merged into
Pittway in 1989, from 1984 to 1989. Mr. Harris is a director of Pittway and
Cylink Corporation ("Cylink"), a data encryption company.

Carl A. Siebel has been President and Chief Executive Officer of AptarGroup
since January 1, 1996. From 1993 through 1995, he was President and Chief
Operating Officer of AptarGroup. Mr. Siebel served as Director of Pittway's
European operations of the Seaquist Group (now a part of AptarGroup) from 1975
until 1993 and was a Vice President of Pittway from 1989 until 1993. From 1984
to 1989, Mr. Siebel was a Vice President of Pennsylvania Pittway.

Peter Pfeiffer has been Vice Chairman of the Board of AptarGroup since 1993.
Since 1978 Mr. Pfeiffer has served as President of several companies which
became subsidiaries of the Company as part of the acquisition in 1993 of Erich
Pfeiffer GmbH, a holding company which owned, subject to the existing minority
interests of the Company, a group of German based companies (the "Pfeiffer
Group").

Eugene L. Barnett is an independent consultant. From 1976 to 1991, Mr.
Barnett was Chairman and Chief Executive Officer of The Brand Companies, Inc.,
a specialty contractor firm, and from 1979 to 1992, served as a Vice President
of Pittway. Mr. Barnett is a director of Pittway and National Service Cleaning
Corp., an asbestos removal contractor.

26
<PAGE>

Robert Barrows has been a partner in the law firm of Leonard, Street and
Deinard, P.A., Minneapolis, Minnesota for more than the past five years.

Ralph Gruska is retired. From 1989 to 1991, Mr. Gruska served as Chairman
and Chief Executive Officer of the Cosmetics Packaging and Dispensers Division
of Cope Allman Packaging plc, a United Kingdom packaging company.

Leo A. Guthart is Chairman and Chief Executive Officer of the Pittway
Security Group, a division of Pittway specializing in burglar alarm systems.
Mr. Guthart has served as Vice Chairman of the Board of Pittway since 1989 and
from 1984 to 1989 served as Vice Chairman of the Board of Pennsylvania
Pittway. Mr. Guthart is a director of Pittway and the Acorn Investment Trust
(an investment trustee) and Chairman of the Board and a director of Cylink.

Ervin J. LeCoque retired as Chairman of the Board and Chief Executive
Officer of AptarGroup on December 31, 1995. Mr. LeCoque served as Chairman of
the Board and Chief Executive Officer of AptarGroup from 1993 until his
retirement. Prior to 1993, he was President of Pittway's Seaquist Group for
over 25 years, was a Vice President of Pittway from 1989 to 1993 and was a
Vice President of Pennsylvania Pittway from 1970 to 1989.

Alfred Pilz is retired. For more than five years prior to his retirement,
Mr. Pilz was the Chief Executive Officer of Pilz Opto Electronic GmbH, a
privately held German electronics parts company.

Jacques Blanie has been Executive Vice President of SeaquistPerfect
Dispensing L.L.C. since 1996 and Geschaftsfuhrer of SeaquistPerfect Dispensing
GmbH since 1986. In 1996, Perfect-Valois Ventil GmbH changed its name to
SeaquistPerfect Dispensing GmbH.

Francois Boutan has served in the capacity of Financial Director and
Controller of the European operations of AptarGroup since 1988.

Pierre Cheru has been Directeur General of Valois S.A. since 1978.

Stephen J. Hagge has been Executive Vice President and Chief Financial
Officer, Secretary and Treasurer of AptarGroup since 1993. From 1985 to 1993
Mr. Hagge was the Vice President of Finance of the Seaquist Group.

Lawrence Lowrimore has been Vice President--Human Resources of AptarGroup
since 1993. From 1990 to 1993 Mr. Lowrimore was the Vice President of Human
Resources of the Seaquist Group.

Francesco Mascitelli has been Direttore Generale of SAR S.p.A., an Italian
subsidiary, since 1991.

James R. Reed has served as President of SeaquistPerfect Dispensing L.L.C.
(formerly known as Seaquist Valve and as Seaquist Dispensing) division since
1987.

Eric S. Ruskoski has been President of Seaquist Closures L.L.C. since 1987.

Hans-Josef Schutz has been Geschaftsfuhrer of the Pfeiffer Group since 1993.
From 1983 through 1993, Mr. Schutz was the Vice President of the Pfeiffer
Group.

Alain Vichot has been Vice President--Marketing of AptarGroup since April 1,
1998. From 1994 to 1998, Mr. Vichot was Directeur General Adjoint of Valois
S.A. From 1987 to 1994, Mr. Vichot was Directeur General of STEP S.A.

27
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information concerning the beneficial
ownership of Common Stock as of May 27, 1998 and as adjusted to reflect the
sale of shares of Common Stock pursuant to the Offering (assuming the
Underwriters' over-allotment option is not exercised) by (a) the persons known
by the Company to be the beneficial owners of more than 5% of the outstanding
shares of Common Stock, (b) each director of the Company, (c) the five most
highly compensated executive officers of the Company, (d) all directors and
executive officers of the Company as a group and (e) each Selling Stockholder.
None of the executive officers of the Company is a Selling Stockholder in the
Offering. All information with respect to beneficial ownership has been
furnished by the respective stockholders. Except as set forth below, none of
the Selling Stockholders has, and within the past three years has not had, any
position, office or other material relationship with the Company or any of its
predecessors or affiliates. Except where otherwise indicated, the mailing
address of each of the stockholders named in the table who beneficially own
more than 5% of the outstanding shares of Common Stock is: c/o AptarGroup,
Inc., 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO THE AFTER THE
OFFERING(1) OFFERING(1)
-------------------- NUMBER ----------------------
NUMBER OF OF SHARES NUMBER OF
NAME AND ADDRESS SHARES PERCENT(2) BEING OFFERED SHARES PERCENT(2)
---------------- --------- ---------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C>
William Harris 996,133 5.5% (5) 201,621 1.1%
Investors, Inc.(3)(4)..
2 North LaSalle Street,
Suite 505
Chicago, Illinois 60602
State Farm Mutual
Automobile
Insurance Co., et
al.(6)................ 996,566 5.5 0 996,566 5.5
One State Farm Plaza
Bloomington, Illinois
61710
Neuberger & Berman
LLC(7)................. 963,200 5.3 0 963,200 5.3
605 Third Avenue
New York, New York
10158
Current Harris Group(4). 2,423,370 13.4 (8) 761,401(8) 4.2
2 North LaSalle Street,
Suite 505
Chicago, Illinois 60602
Irving B. 996,133 5.5 (5) 201,621
Harris(4)(9)(10)....... 1.1
2 North LaSalle Street,
Suite 505
Chicago, Illinois 60602
Eugene L. 7,052 * 0 7,052 *
Barnett(11)(12)........
Robert Barrows(4)(10)... 36,590 * 20,000 16,590 *
Ralph Gruska(13)........ 6,000 * 0 6,000 *
Leo A. Guthart(14)...... 51,537 * 0 51,537 *
Stephen J. Hagge(15).... 37,891 * 0 37,891 *
King 863,931 4.8 461,921(17) 402,010 2.2
Harris(4)(10)(12)(16)..
Ervin J. LeCoque(18).... 122,021 * 0 122,021 *
Peter Pfeiffer(19)...... 405,136 2.2 0 405,136 2.2
Alfred Pilz(20)......... 236,000 1.3 0 236,000 1.3
Eric S. Ruskoski(21).... 34,365 * 0 34,365 *
Hans-Josef Schutz(22)... 30,979 * 0 30,979 *
</TABLE>

28
<PAGE>

29
<PAGE>

30
<PAGE>

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO THE AFTER THE
OFFERING(1) OFFERING(1)
-------------------- NUMBER --------------------
NUMBER OF OF SHARES NUMBER OF
NAME AND ADDRESS SHARES PERCENT(2) BEING OFFERED SHARES PERCENT(2)
---------------- --------- ---------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Virginia H. Polsky
Trust(10).............. 9,040 * 9,040 0 0
f/b/o Charles Polsky
dated 11/19/76
Virginia H. Polsky
Trust(10).............. 9,040 * 9,040 0 0
f/b/o George Polsky
dated 11/19/76
Virginia H. Polsky
Trust(10).............. 263 * 263 0 0
f/b/o George Polsky
dated 12/29/75
Virginia H. Polsky
Trust(10).............. 9,040 * 9,040 0 0
f/b/o Jack Polsky dated
11/19/76
Virginia H. Polsky
Trust(10).............. 9,040 * 9,040 0 0
f/b/o James Polsky
dated 11/19/76
Virginia H. Polsky
Trust(10).............. 9,040 * 9,040 0 0
f/b/o Jean Polsky dated
11/19/76
Virginia H. Polsky
Trust(10).............. 263 * 263 0 0
f/b/o Jean Polsky dated
12/29/75
The Virginia H. Polsky
Trust(10).............. 80,000 * 80,000 0 0
f/b/o Virginia Polsky
Patricia Barrows
Rosbrow(10)............ 15,665 * 14,165 1,500 *
Pam F. Szokol Trust(10). 24,519 * 24,519 0 0
f/b/o Pam F. Szokol
Mary Ann Barrows
Wark(10)............... 52,122 * 39,092 13,030 *
</TABLE>
- --------
*Less than one percent.
(1) Except as otherwise indicated below, beneficial ownership means the sole
power to vote and dispose of shares.
(2) Based on 18,010,669 shares of Common Stock outstanding as of May 27, 1998.
(3) The information as to William Harris Investors, Inc. ("WHI") is derived in
part from a statement on Schedule 13G with respect to the Common Stock,
filed with the Commission pursuant to Section 13(d) of the Exchange Act.
Such statement discloses that (i) WHI, an investment adviser registered
under the Investment Advisers Act of 1940, holds all such shares on behalf
and in discretionary accounts, of Irving B. Harris, and other members of
the Current Harris Group (as defined in Note 4), (ii) WHI shares voting
power and has sole dispositive power with respect to all such shares and
(iii) Irving B. Harris is the Chairman of WHI.
(4) The information as to the Current Harris Group (as defined below), Irving
B. Harris, King Harris and Robert Barrows is derived in part from a
statement with respect to the Common Stock filed with the Commission
pursuant to Section 13(d) of the Exchange Act. Such statement was filed on
behalf of such named persons as well as those other persons and entities
who are currently members of the "Harris Group" beneficially owning,
directly or indirectly, shares of the Common Stock (the "Current Harris
Group"). Such statement discloses that, because of the relationships among
members of the Current Harris Group, such persons may be deemed to be a
group within the meaning of Section 13(d) of the Exchange Act and the
rules and regulations thereunder. The "Harris Group" means Messrs. Irving
B. Harris, Neison Harris, King Harris, William W. Harris and Sidney
Barrows, and their respective spouses, children, grandchildren, spouses of
such children or grandchildren, trusts or custodial accounts for the
benefit of such children or grandchildren and persons who have granted
voting and/or dispositive power to, or are affiliates of one of the five
named individuals. Irving B. Harris and Neison Harris are brothers and
Sidney Barrows is their brother-in-law. William W. Harris is the son of
Irving B. Harris. King Harris is the son of Neison

31
<PAGE>

Harris and Robert Barrows is the son of Sidney Barrows. The aggregate
number of outstanding shares which may be deemed to be beneficially owned
by the Current Harris Group includes all the shares also shown in this
table for Irving B. Harris, Robert Barrows, King Harris and all other
members of the Current Harris Group and includes the shares shown in this
table for William Harris Investors, Inc. The total excludes duplication of
shares within such group.
(5) Of the 1,661,969 shares of Common Stock offered hereby by the members of
the Current Harris Group, 794,512 of these shares are included in the
shares reflected for WHI and Irving B. Harris.
(6) The information as to State Farm Mutual Automobile Insurance Company and
related entities ("State Farm") is derived from a statement on Schedule
13G with respect to the Common Stock, filed with the Commission pursuant
to Section 13(d) of the Exchange Act. Such statement discloses that State
Farm has the sole power to vote and dispose of all shares.
(7) The information as to Neuberger & Berman LLC and related entities
("Neuberger & Berman") is derived from a statement on Schedule 13G with
respect to the Common Stock, filed with the Commission pursuant to Section
13(d) of the Exchange Act. Such statement discloses that Neuberger &
Berman has the sole power to vote 491,850 shares, shares power to vote
466,200 shares and shares power to dispose of 963,200 shares.
(8) Fifty-nine members of the Current Harris Group, as set forth separately
herein, are Selling Stockholders. See Note 10. The number of shares
beneficially owned prior to the Offering and the number of shares being
offered includes 211,739 shares which are presently intended to be donated
to charities which may participate in the Offering.
(9) Irving B. Harris shares the power to vote 914,933 of such shares.
(10) A member of the Current Harris Group.
(11) Mr. Barnett shares the power to vote and dispose of 1,052 shares.
(12) Includes 6,000 shares subject to options that are presently exercisable.
(13) Includes 5,000 shares subject to options that are presently exercisable.
(14) Mr. Guthart shares the power to vote and dispose of 18,939 shares.
Includes 3,000 shares subject to options that are presently exercisable.
(15) Mr. Hagge shares the power to vote and dispose of 1,997 shares. Includes
31,375 shares subject to options that are presently exercisable.
(16) Mr. King Harris shares the power to vote and dispose of 813,415 shares.
(17) Includes 100,000 shares which are to be sold on behalf of Mr. King Harris
and 361,921 shares to be sold on behalf of certain other members of the
Current Harris Group.
(18) Includes 4,100 shares owned by Mr. LeCoque's wife and 85,271 shares
subject to options that are presently exercisable.
(19) Includes 64,577 shares subject to options that are presently exercisable.
(20) Mr. Pilz shares the power to vote 224,000 shares. Includes 10,000 shares
owned by his children and 2,000 shares subject to options that are
presently exercisable.
(21) Includes 24,374 shares subject to options that are presently exercisable.
(22) Includes 1,280 shares owned by Mr. Schutz's wife and 27,402 shares
subject to options that are presently exercisable.
(23) Mr. Siebel shares the power to vote and dispose of 25,857 shares.
Includes 85,695 shares subject to options that are presently exercisable.
(24) Includes 497,820 shares subject to options granted that are presently
exercisable and 1,095,260 shares as to which voting power is shared other
than with directors and executive officers of the Company.
(25) Mr. Sidney Barrows shares the power to vote and dispose of 43,921 shares.
(26) Includes 17,000 shares to be sold on behalf of Mr. Sidney Barrows and
43,921 shares to be sold on behalf of another member of the Current
Harris Group.
(27) Mr. King Harris has sole voting and dispositive power with respect to
these shares.
(28) Mr. William Harris served as a director of the Company from April 1993 to
May 1998.

32
<PAGE>

The following statements under "Description of Capital Stock" and "Anti-
Takeover Effects of Certificate of Incorporation and Bylaws" are subject to
the detailed provisions of AptarGroup's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation"), including the Certificate
of Designation for the Series A Junior Participating Preferred Stock and
AptarGroup's Amended and Restated By-Laws (the "Bylaws"). These statements do
not purport to be complete, or to give full effect to the provisions of
statutory or common law, and are subject to, and are qualified in their
entirety by reference to, the terms of the Certificate of Incorporation, such
Certificate of Designations and the Bylaws.

DESCRIPTION OF CAPITAL STOCK

AptarGroup's Certificate of Incorporation provides that its authorized
capital stock consists of 45,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock, par value $.01 per share ("Preferred Stock"). At
May 27, 1998, 18,010,669 shares of Common Stock were outstanding and 1,208,823
shares of Common Stock were issuable upon the exercise of outstanding stock
options. AptarGroup has not issued any Preferred Stock. However, 45,000 shares
of Series A Junior Participating Preferred Stock have been authorized and
reserved for issuance in connection with the Rights described below.

COMMON STOCK

AptarGroup is authorized to issue up to 45,000,000 shares of Common Stock
without stockholder approval (except as may be required by applicable stock
exchange regulations). However, issuances of additional shares of Common Stock
will require the affirmative vote of 70% of the whole Board of Directors
except for issuances pursuant to any plan which has received stockholder
approval, pursuant to the Rights Agreement dated as April 6, 1993, between
AptarGroup and Chemical Bank, as rights agent (the "Rights Agreement"), or in
connection with an acquisition of at least a majority interest of another
corporation, partnership or other entity.

The holders of Common Stock do not have preemptive rights to subscribe for
or purchase any stock, obligations, warrants or other securities of
AptarGroup. Holders of Common Stock are entitled (1) to such dividends as are
declared by the Board of Directors; (2) to one vote for each share on all
matters upon which stockholders have the right to vote generally; and (3) to
the remaining net assets of AptarGroup upon any liquidation, dissolution or
winding up of AptarGroup, after provision has been made for the payment of the
amount or amounts fixed by the resolutions of the Board of Directors covering
the issuance of any Preferred Stock. For dividend information, see "Price
Range of Common Stock and Dividend Policy."

The outstanding Common Stock of the Company is legally issued, fully paid
and nonassessable, except that, under the Wisconsin Business Corporation Law
as interpreted by the Supreme Court of Wisconsin, the stockholders of the
Company, as stockholders of a corporation which is qualified to do business in
Wisconsin, shall in certain circumstances be personally liable to employees of
the Company, in an amount up to the consideration paid for their shares, for
all debts owing to such employees for services performed for the Company, but
not exceeding six months' service in any one case.

Rights. Each share of Common Stock has associated with it one preferred
share purchase right (a "Right") entitling the registered holder under certain
circumstances to purchase from AptarGroup one one-thousandth of a share of
AptarGroup's Junior Participating Preferred Stock, Series A, par value $.01
per share (the "Series A Preferred Stock"), at a price of $70.00 per one one-
thousandth share of Series A Preferred Stock (the "Purchase Price"), subject
to adjustment. The terms of the Rights are set forth in the Rights Agreement.

33
<PAGE>

The Rights are not exercisable and are transferable only with the related
Common Stock certificates. The Rights become exercisable and separately
transferable upon the earlier of (i) the expiration of the Company's
redemption rights following the date of public disclosure that a person or
group other than certain exempt persons (an "Acquiring Person"), together with
persons affiliated or associated with it (other than those that are exempt
persons), has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding Common Stock (the "Stock Acquisition Date")
and (ii) the tenth day after the date of commencement or disclosure of an
intention to commence a tender offer or exchange offer by a person other than
an exempt person, the Company and certain related entities if, upon
consummation of the offer, such person or group, together with persons
affiliated or associated with it (other than those that are exempt persons),
could acquire beneficial ownership of 15% or more of the outstanding Common
Stock (the earlier of such dates being called the "Distribution Date").
Members of the Harris family and the Pfeiffer family (in each case defined to
include the spouses, descendants, spouses of descendants, trustees of trusts
established for the benefit of family members, executors of estates of such
members and certain entities controlled by family members and such trustees
and executors) are considered "exempt persons" so long as the aggregate Common
Stock ownership of the Harris family or the Pfeiffer family, as the case may
be, never is less than 3% of the outstanding Common Stock. After giving effect
to the sale by the Selling Stockholders of the shares of Common Stock offered
hereby, members of the Harris family will continue to be "exempt persons"
under the Rights Agreement.

The Rights will expire at the close of business on April 6, 2003 (the
"Expiration Date"), unless earlier redeemed or exchanged by the Company. At
any time prior to the earlier of (i) 12:00 midnight ending the tenth day
following the public announcement that an Acquiring Person has become such,
and (ii) the Expiration Date, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right. The Purchase Price and the number
of shares of Series A Preferred Stock or other securities, cash or other
property issuable upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution.

If a person becomes an Acquiring Person, the Rights will "flip-in" and
entitle each holder of a Right (other than an Acquiring Person or an affiliate
or associate of an Acquiring Person) to purchase, upon exercise at the then-
current Purchase Price, that number of shares of Common Stock having a market
value of two times such Purchase Price. In addition, following a "flip-in" the
Board has the option of exchanging all or part of the Rights (other than
Rights held by an Acquiring Person or an affiliate or associate of an
Acquiring Person) for Common Stock (and/or other equity securities deemed to
have the same value as the Common Stock).

In the event that, following a "flip-in" the Company is acquired in a merger
or other business combination in which the Common Stock does not remain
outstanding or is changed or 50% or more of its consolidated assets or earning
power is sold, leased, exchanged, mortgaged, pledged or otherwise transferred
or disposed of (in one transaction or a series of related transactions) the
Rights will "flip-over" and entitle each holder of a Right (other than an
Acquiring Person or an affiliate or associate of an Acquiring Person) to
purchase, upon the exercise of the Right at the then-current Purchase Price,
that number of shares of common stock of the acquiring company (or, in certain
circumstances, one of its affiliates) which at the time of such transaction
would have a market value of two times such Purchase Price.

The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group other than an exempt person that
attempts to acquire the Company on terms not approved by the Board, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board prior to the time a person or group other
than an exempt person has acquired beneficial ownership of 15% or more of the
Common Stock.

34
<PAGE>

PREFERRED STOCK

AptarGroup is authorized to issue up to 1,000,000 shares of Preferred Stock
without stockholder approval (except as may be required by applicable stock
exchange regulations). However, the issuance of shares of Preferred Stock will
require a 70% affirmative vote of the whole Board of Directors. The Board is
authorized to determine, upon the affirmative vote of 70% of the whole Board
of Directors and without any further action by the holders of the Common
Stock, the dividend rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption, liquidation preferences and sinking fund terms
of any series of Preferred Stock, as well as the number of shares constituting
any such series and the designation thereof. Should the Board elect to
exercise its authority, the rights, preferences and privileges of holders of
Common Stock could be made subject to the rights, preferences and privileges
of any such series of Preferred Stock.

ANTI-TAKEOVER EFFECTS OF CERTIFICATE OF INCORPORATION AND BYLAWS

The Certificate of Incorporation and the Bylaws contain certain provisions
that may make the acquisition of control of AptarGroup by means of a tender
offer, open market purchase, proxy fight or otherwise more difficult. These
provisions are designed to encourage persons seeking to acquire control of
AptarGroup to negotiate the terms with AptarGroup's Board. AptarGroup believes
that, as a general rule, the interest of AptarGroup's stockholders would be
served best if any change in control results from negotiations with the Board
based upon careful consideration of the proposed terms, such as the price to
be paid to stockholders, the form of consideration to be paid and the
anticipated tax effects of the transaction.

However, the provisions could have the effect of discouraging a prospective
acquirer from making a tender offer or otherwise attempting to obtain control
of AptarGroup. To the extent that these provisions discourage takeover
attempts, they could deprive stockholders of opportunities to realize takeover
premiums for their shares. Moreover, these provisions could discourage
accumulations of large blocks of Common Stock, thus depriving stockholders of
any advantages which large accumulations of stock might provide.

Business Combinations. AptarGroup has elected not to be governed by Section
203 of the General Corporation Law of the State of Delaware. Article Eleven of
the Certificate of Incorporation, however, is similar in many respects to
Section 203.

Article Eleven of the Certificate of Incorporation prohibits certain
business combinations with persons who become interested stockholders. A
business combination is defined to include (i) any merger or consolidation of
the Company or any majority-owned subsidiary of the Company and an interested
stockholder or, in certain circumstances, any other person, if the merger or
consolidation is caused by an interested stockholder, (ii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition by the Company or
any majority-owned subsidiary to an interested stockholder, except
proportionately as a stockholder, of assets having an aggregate market value
equal to 10% or more of the aggregate market value of all of the Company's
assets on a consolidated basis or the aggregate market value of all of the
Company's outstanding stock, (iii) certain transactions resulting in the
issuance or transfer of stock of the Company or any majority-owned
subsidiaries to an interested stockholder, (iv) certain transactions which
have the effect of increasing the proportionate share of the stock of any
class or series, or of securities exercisable for, exchangeable for or
convertible into the stock of any class or series, that is owned by an
interested stockholder and (v) certain loans, advances, guarantees, pledges
and other financial benefits to an interested stockholder other than
proportionately as a stockholder.

35
<PAGE>

In general, a person becomes an interested stockholder when such person has
acquired (directly or through affiliates, associates or persons with whom
acting in concert, in each case other than exempt persons) beneficial
ownership of 15% or more of AptarGroup's outstanding voting stock. Members of
the Harris family and the Pfeiffer family (in each case defined to include the
spouses, descendants and spouses of descendants, trustees of trusts
established for the benefit of family members, executors of estates of family
members and certain entities controlled by family members and such trustees
and executors) are considered "exempt persons" and will not be interested
stockholders so long as the aggregate Common Stock ownership of the Harris
family or the Pfeiffer family, as the case may be, is never less than 3% of
the outstanding Common Stock.

Article Eleven provides, subject to certain exceptions, that AptarGroup may
not engage in any business combination with any interested stockholder for a
period of 3 years following the date that such stockholder became an
interested stockholder, unless (A) prior to such date a majority of the whole
Board approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, or (B) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of AptarGroup outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding those
shares owned (i) by persons who are directors and also officers of AptarGroup
and (ii) by employee stock plans of AptarGroup or its subsidiaries in which
employee participants do not have the right to determine confidentially
whether shares of stock of AptarGroup held subject to the plan will be
tendered in a tender or exchange offer, or (C) on or subsequent to such date
the business combination is approved by a majority of the whole Board and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock of the Company which is not owned by the interested stockholder.

Article Twelve of the Certificate of Incorporation provides that if a
proposal is made that AptarGroup enter into a merger or consolidation with any
other corporation (other than a direct or indirect wholly-owned subsidiary of
AptarGroup), or sell or otherwise dispose of all or substantially all of its
assets or business in one transaction or a series of transactions, or
liquidate or dissolve, the affirmative vote of the holders of not less than
80% of the outstanding voting stock of AptarGroup shall be required for the
approval of such proposal. The foregoing does not apply to any such merger,
consolidation, sale, disposition, liquidation or dissolution which is approved
by resolution of two-thirds of the whole Board, if the majority of the members
of the Board adopting such resolution were members of the Board prior to the
public announcement of the proposed merger, consolidation, sale, disposition,
dissolution or liquidation and prior to the public announcement of any
transaction relating to such merger, consolidation, sale, disposition,
dissolution or liquidation. If such approval is granted, then such transaction
shall only require such additional approval, if any, as is otherwise required
under the other articles of the Certificate of Incorporation and under law.

Classified Board of Directors. The Certificate of Incorporation provides for
the Board to be divided into three classes of directors, as nearly equal in
number as possible, serving staggered terms and that, subject to the rights of
the holders of any series of Preferred Stock, directors may be removed only
for cause. In addition, the Certificate of Incorporation and the Bylaws
provide that the number of directors shall be set by resolution of the Board
adopted by the affirmative vote of 70% of the whole Board of Directors.

Stockholder Action; Special Meetings. The Certificate of Incorporation
provides that stockholder action can be taken only at an annual or special
meeting of stockholders and cannot be taken by written consent in lieu of a
meeting. The Certificate of Incorporation and the Bylaws provide that, except
as otherwise required by law, special meetings of the stockholders can only be
called pursuant to a resolution adopted by a majority of the whole Board of
Directors.

36
<PAGE>

Stockholder Proposals and Nominations. The Bylaws establish an advance
notice procedure for stockholder proposals to be brought before an annual or
special meeting of stockholders of AptarGroup, including proposed nominations
of persons for election to the Board. Stockholders at an annual or special
meeting may only consider proposals or nominations brought before the meeting
by the Company, by or at the direction of the Board or by a stockholder who
was a stockholder of record on the record date for the meeting, who is
entitled to vote at the meeting and who has given to the Company's Secretary
timely written notice (generally on or after the 90th day prior to the meeting
and on or before the 60th day prior to the meeting), in proper form, of the
stockholder's intention to bring that business before the meeting.

Amendment of Bylaws. The Bylaws may be amended, altered or repealed by the
affirmative vote of the holders of 80% of the outstanding shares of the
Company's voting stock or by the affirmative vote of 70% of the whole Board of
Directors.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to and upon completion of the Offering, AptarGroup will have issued
and outstanding 18,010,669 shares of Common Stock (18,259,964 shares if the
Underwriters' over-allotment option is exercised in full). All of these shares
(18,259,964 shares if the Underwriters' over-allotment option is exercised in
full) will be freely tradeable without restriction or registration under the
Securities Act except to the extent held by affiliates of AptarGroup. As
defined in Rule 144, an "affiliate" of an issuer is a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such issuer.

Shares of Common Stock held by affiliates of the Company may not be sold
unless they are registered under the Securities Act or are sold pursuant to an
applicable exemption from registration, including, with respect to shares of
Common Stock, pursuant to Rule 144. In general, under Rule 144 as currently in
effect, an affiliate of the Company (or persons whose shares are aggregated
with such affiliate) would be entitled to sell in brokers' transactions or to
market makers within any three-month period a number of shares of Common Stock
that does not exceed the greater of one percent (1%) of the then outstanding
shares of Common Stock (approximately 180,000 shares based on the number of
shares outstanding immediately prior to and immediately after the Offering,
assuming the Underwriters' over-allotment option is not exercised) or the
average weekly trading volume of the Common Stock on the NYSE during the four
calendar weeks preceding the date on which notice of the sale is filed with
the Commission.

AptarGroup has agreed for a period of days after the date of delivery of
the shares of Common Stock offered hereby, and the Selling Stockholders have
agreed for a period of days after the date of delivery of the shares of
Common Stock offered hereby, not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock without the prior written consent of the
representatives of the Underwriters, other than (i) pursuant to the Company's
benefit plans existing on, or upon the conversion or exchange of convertible
or exchangeable securities outstanding as of, the date of this Prospectus,
(ii) by bona fide gift, provided the donee of such gift agrees to be bound by
these restrictions, or (iii) by exercise of the Rights.

As of May 27, 1998, 752,870 shares of Common Stock were issuable upon
exercise of then exercisable outstanding stock options, and a total of
1,208,823 shares of Common Stock were subject to outstanding stock options. No
predictions can be made as to the effect, if any, that market sales of Common
Stock or the availability of shares of Common Stock for sale will have on the
market price prevailing from time to time. Nevertheless, sales of substantial
amounts of Common Stock in the public market, for acquisitions or otherwise,
could adversely affect prevailing market prices.

37
<PAGE>

VALIDITY OF THE SHARES

The validity of the Common Stock and the Rights offered hereby will be
passed upon for the Company by Sidley & Austin, Chicago, Illinois. Sidley &
Austin has advised the Company that a member of the firm participating in the
representation of the Company in the Offering owns 1,000 shares of Common
Stock. Certain legal matters in connection with the Offering will be reviewed
for the Underwriters by Kirkland & Ellis, Chicago, Illinois.

EXPERTS

The financial statements of the Company as of December 31, 1997 and 1996 and
for each of the three years in the period ended December 31, 1997 included in
this Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.

38
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Accountants......................................... F-2
Consolidated Statements of Income for the Years Ended December 31, 1997,
1996 and 1995............................................................ F-3
Consolidated Balance Sheets as of December 31, 1997 and 1996.............. F-4
Consolidated Statements of Cash Flows for the Years Ended December 31,
1997, 1996 and 1995...................................................... F-6
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1997, 1996 and 1995......................................... F-7
Notes to Consolidated Financial Statements................................ F-8
Consolidated Statements of Income for the Three Months Ended March 31,
1998 and 1997 (Unaudited)................................................ F-21
Consolidated Balance Sheets as of March 31, 1998 (Unaudited) and December
31, 1997................................................................. F-22
Consolidated Statements of Cash Flows for the Three Months Ended March 31,
1998 and 1997 (Unaudited)................................................ F-24
Notes to Consolidated Financial Statements (Unaudited).................... F-25
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of AptarGroup, Inc.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of cash flows and of stockholders' equity
present fairly, in all material respects, the financial position of
AptarGroup, Inc. and its subsidiaries at December 31, 1997 and 1996 and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1997 in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
AptarGroup, Inc.'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.

/s/ Price Waterhouse LLP

Chicago, Illinois
February 19, 1998

F-2
<PAGE>

APTARGROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
NET SALES........................................ $655,390 $615,808 $557,455
-------- -------- --------
OPERATING EXPENSES:
Cost of sales.................................. 418,110 399,654 358,418
Selling, research & development, and
administrative................................ 108,372 104,282 96,237
Depreciation and amortization.................. 49,917 47,876 43,502
-------- -------- --------
576,399 551,812 498,157
-------- -------- --------
OPERATING INCOME................................. 78,991 63,996 59,298
-------- -------- --------
OTHER INCOME (EXPENSE):
Interest expense............................... (5,293) (6,330) (5,918)
Interest income................................ 1,172 1,132 1,339
Equity in income of affiliates................. 1,991 691 1,888
Minority interests............................. (286) (324) (87)
Miscellaneous, net............................. 2,021 1,008 1,082
-------- -------- --------
(395) (3,823) (1,696)
-------- -------- --------
INCOME BEFORE INCOME TAXES....................... 78,596 60,173 57,602
PROVISION FOR INCOME TAXES....................... 32,067 22,625 21,888
-------- -------- --------
NET INCOME....................................... $ 46,529 $ 37,548 $ 35,714
======== ======== ========
NET INCOME PER COMMON SHARE
Basic.......................................... $ 2.59 $ 2.09 $ 1.99
======== ======== ========
Diluted........................................ $ 2.55 $ 2.05 $ 1.98
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

APTARGROUP, INC.

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1996
--------- ---------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents................................... $ 17,717 $ 16,386
Accounts and notes receivable, less allowance for
doubtful accounts of $3,812 in 1997 and $3,623 in
1996.................................................. 145,034 130,885
Inventories............................................ 79,262 75,930
Prepayments and other.................................. 14,148 14,030
--------- ---------
256,161 237,231
--------- ---------
PROPERTY, PLANT AND EQUIPMENT:
Buildings and improvements............................. 74,351 75,971
Machinery and equipment................................ 455,382 440,743
--------- ---------
529,733 516,714
Less: Accumulated depreciation......................... (281,899) (265,780)
--------- ---------
247,834 250,934
Land................................................... 3,819 4,395
--------- ---------
251,653 255,329
--------- ---------
OTHER ASSETS:
Investments in affiliates.............................. 16,495 14,970
Goodwill, less accumulated amortization of $6,030 in
1997 and $5,505 in 1996............................... 40,479 47,261
Miscellaneous.......................................... 20,645 21,345
--------- ---------
77,619 83,576
--------- ---------
TOTAL ASSETS......................................... $ 585,433 $ 576,136
========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

APTARGROUP, INC.

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1996
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable............................................ $ -- $ 4,145
Current maturities of long-term obligations.............. 2,890 9,540
Accounts payable and accrued liabilities................. 122,507 102,574
-------- --------
125,397 116,259
-------- --------
LONG-TERM OBLIGATIONS...................................... 70,740 76,569
-------- --------
DEFERRED LIABILITIES AND OTHER:
Deferred income taxes.................................... 21,432 22,884
Retirement and deferred compensation plans............... 11,872 12,952
Minority interests....................................... 4,568 4,381
Deferred and other non-current liabilities............... 9,369 7,392
-------- --------
47,241 47,609
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 1 million shares
authorized, none outstanding............................ -- --
Common stock, $.01 par value, 45 million shares
authorized, 18.0 and 17.9 million outstanding in 1997
and 1996, respectively.................................. 180 179
Capital in excess of par value........................... 104,699 103,572
Retained earnings........................................ 274,524 233,385
Accumulated other comprehensive income................... (37,348) (1,437)
-------- --------
342,055 335,699
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............. $585,433 $576,136
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

APTARGROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, BRACKETS DENOTE CASH OUTFLOWS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................... $ 46,529 $ 37,548 $ 35,714
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation................................. 47,199 44,798 41,446
Amortization................................. 2,718 3,078 2,056
Provision for bad debts...................... 1,261 1,148 1,580
Minority interests........................... 286 324 87
Deferred income taxes........................ (26) 4,149 2,762
Retirement and deferred compensation plans... 2,003 381 2,501
Equity in income of affiliates in excess of
cash distributions received................. (1,991) (590) (1,721)
Changes in balance sheet items, excluding
effects from acquisitions and foreign
currency adjustments:
Accounts receivable........................ (28,799) (15,828) (13,263)
Inventories................................ (11,639) (5,211) (9,142)
Prepaid and other current assets........... 709 (631) 4,409
Accounts payable and accrued liabilities... 32,449 630 (3,543)
Other changes, net......................... (4,513) (2,480) (1,190)
-------- -------- --------
NET CASH PROVIDED BY OPERATIONS.......... 86,186 67,316 61,696
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................... (71,228) (62,794) (55,481)
Disposition of property and equipment.......... 3,181 858 1,980
Disposition (acquisition) of businesses, net... -- 1,942 (20,310)
Investments in affiliates...................... (1,219) (11) (9,798)
(Issuance) collection of notes receivable, net. (468) 804 (1,136)
-------- -------- --------
NET CASH USED BY INVESTING ACTIVITIES.... (69,734) (59,201) (84,745)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable.................... -- -- 3,871
Repayments of notes payable.................... (4,033) (2,521) --
Proceeds from long-term obligations............ 4,901 7,935 31,018
Repayments of long-term obligations............ (9,617) (9,629) (10,745)
Dividends paid................................. (5,390) (5,023) (4,659)
Proceeds from stock options exercised.......... 1,128 618 234
-------- -------- --------
NET CASH (USED) PROVIDED BY FINANCING
ACTIVITIES.............................. (13,011) (8,620) 19,719
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.......... (2,110) (441) 537
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS.. 1,331 (946) (2,793)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD...... 16,386 17,332 20,125
-------- -------- --------
CASH AND EQUIVALENTS AT END OF PERIOD............ $ 17,717 $ 16,386 $ 17,332
======== ======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid.................................. $ 5,389 $ 6,218 $ 5,653
Income taxes paid.............................. $ 15,620 $ 19,121 $ 15,280
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

APTARGROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
CAPITAL CUMULATIVE
IN FOREIGN
COMMON STOCK EXCESS CURRENCY
---------------- OF PAR RETAINED TRANSLATION
SHARES PAR VALUE VALUE EARNINGS ADJUSTMENT
------ --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE--DECEMBER 31, 1994..... 17,914 $179 $102,720 $169,805 $ (2,094)
Net income................... 35,714
Stock awards................. 11 -- 234
Cash dividends declared on
common stock--$.26 per
share....................... (4,659)
Translation adjustment....... 10,387
------ ---- -------- -------- --------
BALANCE--DECEMBER 31, 1995..... 17,925 179 102,954 200,860 8,293
Net income................... 37,548
Stock awards................. 25 -- 618
Cash dividends declared on
common stock--$ .28 per
share....................... (5,023)
Translation adjustment....... (9,730)
------ ---- -------- -------- --------
BALANCE--DECEMBER 31, 1996..... 17,950 179 103,572 233,385 (1,437)
Net income................... 46,529
Stock awards................. 39 1 1,127
Cash dividends declared on
common stock--$.30 per
share....................... (5,390)
Translation adjustment....... (35,911)
------ ---- -------- -------- --------
BALANCE--DECEMBER 31, 1997..... 17,989 $180 $104,699 $274,524 $(37,348)
====== ==== ======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AptarGroup, Inc. is an international company that
designs, manufactures and sells consumer product dispensing systems. The
Company focuses on providing value-added components to a variety of global
consumer product marketers in fragrance/cosmetics, personal care,
pharmaceutical, household products and food industries. The Company has
manufacturing facilities primarily located in the United States and Europe.

BASIS OF PRESENTATION The accompanying consolidated financial statements
include the accounts of AptarGroup, Inc. and its subsidiaries. The terms
"AptarGroup" or "Company" as used herein refer to AptarGroup, Inc. and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated. Certain previously reported amounts have been reclassified to
conform to the current period presentation.

ACCOUNTING ESTIMATES The financial statements are prepared in conformity
with generally accepted accounting principles (GAAP). This process requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.

CASH MANAGEMENT The Company considers all highly liquid investments with an
original maturity of three months or less when purchased to be cash
equivalents.

INVENTORIES Inventories are stated at cost, which is lower than market.
Costs included in inventories are raw materials, direct labor and
manufacturing overhead. Cost of substantially all domestic inventories and the
inventory of one foreign operation is determined by using the last-in, first-
out ("LIFO") method, while the remaining inventories are valued using the
first-in, first-out (FIFO) method.

INVESTMENTS IN AFFILIATED COMPANIES The Company accounts for its investments
in 50% or less owned affiliated companies which it does not control using the
equity method. These investments are in companies that manufacture and
distribute products similar to the Company's products or supply components to
the Company. Dividends from affiliated companies received in 1997, 1996 and
1995 amounted to $0, $101, and $167, respectively.

PROPERTY AND DEPRECIATION Properties are stated at cost. Depreciation is
determined on a straight-line basis over the estimated useful lives for
financial reporting purposes and accelerated methods for income tax reporting.
Generally, the estimated useful lives are 25 to 40 years for buildings and
improvements and 3 to 10 years for machinery and equipment.

INTANGIBLE ASSETS Management believes goodwill acquired in purchase
transactions has continuing value. It is the Company's policy to amortize such
costs primarily over a period of 40 years using the straight-line method.
Other intangibles, consisting of patents, non-compete agreements and license
agreements, acquired in purchase transactions or developed, are capitalized
and amortized over their useful lives. Management assesses the value of the
recorded goodwill and other intangibles using projected undiscounted cash
flows to determine if an impairment has occurred. It is management's opinion
that no such impairment exists.

F-8
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DERIVATIVES Gains and losses on hedges of existing assets or liabilities are
included in the carrying amount of those assets or liabilities and are
ultimately recognized in income as part of those carrying amounts. Gains and
losses related to qualifying hedges of firm commitments also are deferred and
are recognized in income or as adjustments of carrying amounts when the hedged
transaction occurs.

RESEARCH & DEVELOPMENT EXPENSES Research and development costs are expensed
as incurred. These costs amounted to $20,843, $20,120, and $17,473 in 1997,
1996 and 1995, respectively.

INCOME TAXES A provision has not been made for U.S. or additional foreign
taxes on $188,662 of undistributed earnings of foreign subsidiaries. These
earnings will continue to be reinvested and could become subject to additional
tax if they were remitted as dividends, or lent to a U.S. affiliate, or if the
Company should sell its stock in the subsidiaries. It is not practicable to
estimate the amount of additional tax that might be payable on these
undistributed foreign earnings.

TRANSLATION OF FOREIGN CURRENCIES The functional currencies of all the
Company's foreign operations are the local currencies. Assets and liabilities
are translated into U.S. dollars at the rates of exchange on the balance sheet
date. Sales and expenses are translated at the average rates of exchange
prevailing during the year and the related translation adjustments are
accumulated in a separate section of stockholders' equity. Foreign currency
transaction gains and losses are reflected in income, as a component of
miscellaneous income and expense, and are not significant to the consolidated
results of operations for the years presented.

NOTE 2--ACQUISITIONS AND DISPOSITIONS

Acquisitions and dispositions in 1997 and 1996 were not significant.

During 1995, the Company acquired a controlling interest in two companies
for approximately $22 million in cash and $3 million in assumed debt. These
acquisitions have been accounted for as purchases. In addition, the Company
also acquired a minority interest in a company for an initial payment of
approximately $9 million. The minority interest purchase agreement includes a
provision that adjusts the purchase price based on earnings of the company
from 1995 through 1997. The purchase price adjustment based on earnings is not
material to the financial statements. If the transactions noted above had
occurred at the beginning of 1995, Net Sales, Net Income and Basic Earnings
per Share would have been $580,049, $36,129 and $2.02, respectively
(unaudited).

NOTE 3--FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company has limited involvement with derivative financial instruments
and does not trade them. In accordance with the Company's policy, derivatives
may be used to manage certain interest rate and foreign exchange exposures. In
1995, the Company entered into a cross-currency interest rate swap to hedge an
intercompany lending transaction. This swap requires the Company to pay
principal of 37,031 French Francs plus interest at 8% and receive principal of
$7,500 plus interest at 7.08% over ten years. If the Company canceled the swap
at December 31, 1997, the Company would have received approximately $863 based
on the fair value of the swap on that date.

The Company principally used only forward exchange contracts, with terms of
less than one year, to hedge certain firm purchase and sale commitments and
intercompany cash transactions denominated in foreign currencies. The notional
value of the Company's forward exchange contracts

F-9
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

was $20.5 million and $6.1 million at December 31, 1997 and 1996,
respectively. Deferred realized and unrealized gains and losses from firm
foreign currency commitments were not significant to the Company's financial
position at December 31, 1997 and 1996. Deferred gains and losses are
recognized in earnings as part of the underlying transaction when the
transaction is settled. Such gains and losses were not significant to the
Company's financial results. The Company is exposed to credit-related losses
in the event of nonperformance by counter parties to financial instruments,
but it does not expect any counter parties to fail to meet their obligations.
The credit exposure of forward foreign exchange contracts is represented by
the difference between the forward contract rate and the spot rate at the time
of settlement.

NOTE 4--INVENTORIES

At December 31, 1997 and 1996, approximately 25% and 24%, respectively, of
the total inventories are accounted for by the LIFO method. Inventories
consisted of:

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Raw materials........................................... $27,187 $25,150
Work-in-process......................................... 21,920 23,533
Finished goods.......................................... 31,404 29,283
------- -------
Total................................................... 80,511 77,966
Less LIFO reserve....................................... (1,249) (2,036)
------- -------
Total............................................... $79,262 $75,930
======= =======
</TABLE>

NOTE 5--ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

At December 31, 1997 and 1996, accounts payable and accrued liabilities
consisted of the following:

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Accounts payable, principally trade.................... $ 64,045 $ 59,160
Accrued employee compensation costs.................... 27,922 24,210
Accrued federal income taxes payable................... 14,292 2,441
Other accrued liabilities.............................. 16,248 16,763
-------- --------
Total.............................................. $122,507 $102,574
======== ========
</TABLE>

F-10
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 6--INCOME TAXES

Income before income taxes consists of:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Domestic.......................................... $22,968 $18,995 $14,371
Foreign........................................... 55,628 41,178 43,231
------- ------- -------
$78,596 $60,173 $57,602
======= ======= =======
</TABLE>

The provision for income taxes is comprised of:

<TABLE>
<S> <C> <C> <C>
CURRENT:
Federal...................................... $ 7,977 $ 6,318 $ 5,660
State/local.................................. 1,738 1,413 1,291
Foreign...................................... 22,378 10,745 12,175
------- ------- -------
32,093 18,476 19,126
------- ------- -------
DEFERRED:
Federal/State................................ (1,391) (946) (1,534)
Foreign...................................... 1,365 5,095 4,296
------- ------- -------
(26) 4,149 2,762
------- ------- -------
Total...................................... $32,067 $22,625 $21,888
======= ======= =======
</TABLE>

The difference between the actual income tax provision and the tax provision
computed by applying the statutory federal income tax rate of 35.0% in 1997
and 1996 and 34.6% in 1995 to income before income taxes is as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Income tax at statutory rate.................. $27,509 $21,060 $19,930
State income taxes, net of federal benefit.... 836 806 723
Rate differential on earnings of foreign
operations................................... 4,364 1,775 1,354
Other items, net.............................. (642) (1,016) (119)
------- ------- -------
Actual income tax provision................... $32,067 $22,625 $21,888
======= ======= =======
Effective income tax rate..................... 40.8% 37.6% 38.0%
</TABLE>

Significant deferred tax assets and liabilities as of December 31, 1997 and
1996 are comprised of the following temporary differences:

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
DEFERRED TAX ASSETS:
Net operating loss carryforwards....................... $ 6,813 $14,285
Asset bases differentials.............................. 3,991 1,820
Pensions............................................... 2,037 2,226
Other.................................................. 8,501 8,955
------- -------
Total deferred tax assets............................ 21,342 27,286
------- -------
DEFERRED TAX LIABILITIES:
Depreciation........................................... 25,101 28,607
Leases................................................. 3,083 3,232
Other.................................................. 4,022 6,278
------- -------
Total deferred tax liabilities....................... 32,206 38,117
------- -------
Net deferred tax liabilities......................... $10,864 $10,831
======= =======
</TABLE>

F-11
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The impact of changes in enacted foreign tax rates on the accounting for
deferred taxes under SFAS No. 109 was not significant to the provision for
income taxes to the years presented above.

On December 31, 1997, the Company had federal foreign tax net operating loss
carryforwards of approximately $8,707 which have an indefinite carryforward
period and approximately $1,043 which expire in 1999, 2001 and 2002.

The Company has not provided for taxes on certain tax deferred income of a
foreign operation. The income arose predominately from government grants.
Taxes of approximately $2,761 would become payable at the time the income is
distributed.

NOTE 7--DEBT

The average annual interest rate on short-term notes payable under unsecured
lines of credit was approximately 5.0% and 4.6% for 1997 and 1996,
respectively. There are no compensating balance requirements associated with
short-term borrowings. At December 31, 1997 and 1996, the Company had an
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. The Company is required to pay a fee for
the unused portion of the commitment. Such payments in 1997, 1996, and 1995
were not significant. The agreement expires on April 29, 2001. At December 31,
1997, the amount unused and available under this agreement was $25 million.
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 $21.7
million and $3.3 million of current portion of long-term debt have been
reclassified as long-term obligations as of December 31, 1997. Short-term
obligations of $25 million were reclassified as long-term obligations as of
December 31, 1996.

The revolving credit and the senior unsecured debt agreements contain
covenants that include certain financial tests, including minimum interest
coverage, net worth and maximum borrowings.

At December 31, the Company's long-term obligations consisted of the
following:

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Notes payable 3.7%-17.2%, due in monthly and annual
installments through 2009................................... $ 6,079 $12,345
Senior unsecured debt 7.08%, due in installments through
2005........................................................ 25,000 25,000
Mortgages payable 4.5%-13.6%, due in monthly and annual
installments through 2007................................... 7,635 10,349
Industrial revenue bond, interest at 79% of prime, (which was
6.6% and 6.4% at December 31, 1997 and 1996), due in
quarterly installments through 2001......................... 1,333 1,666
Capital lease obligations.................................... 8,583 11,749
------- -------
48,630 61,109
Less current portion......................................... (2,890) (9,540)
Reclass of short-term obligations............................ 25,000 25,000
------- -------
Total long-term obligations.............................. $70,740 $76,569
======= =======
</TABLE>

Substantially all of the notes and mortgages are payable by foreign
subsidiaries to foreign banks. Interest rates on such borrowings vary due to
differing market conditions in the countries in which such

F-12
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

debt has been incurred. Mortgages payable are secured by the properties or
assets for which the debt was obtained. Based on the borrowing rates currently
available to the Company for long-term obligations with similar terms and
average maturities, the fair value of the Company's long-term obligations
approximates its book value.

Aggregate long-term maturities, excluding capital lease obligations, due
annually for the five years beginning in 1998 are $1,552, $7,050, $6,800,
$31,366, $5,418 and $12,861 thereafter.

NOTE 8--LEASE COMMITMENTS

The Company leases certain warehouse, plant, and office facilities as well
as certain equipment under noncancelable operating and capital leases expiring
at various dates through the year 2013. Most of the operating leases contain
renewal options and certain equipment leases include options to purchase
during or at the end of the lease term. Amortization expense related to
capital leases is included in depreciation expense. Rent expense under
operating leases (including taxes, insurance and maintenance when included in
the rent) amounted to $4,696, $4,702 and $3,961 in 1997, 1996 and 1995,
respectively.

<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
Assets recorded under capital leases consist of:
Buildings............................................ $ 9,014 $10,292
Machinery and equipment.............................. 11,072 12,782
-------- -------
20,086 23,074
Accumulated depreciation............................. (10,054) (9,213)
-------- -------
$ 10,032 $13,861
======== =======
</TABLE>

Future minimum payments, by year and in the aggregate, under the capital
leases and noncancelable operating leases with initial or remaining terms of
one year or more consisted of the following at December 31, 1997:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------- ---------
<S> <C> <C>
1998................................................... $ 2,108 $ 3,357
1999................................................... 1,700 2,511
2000................................................... 1,467 1,895
2001................................................... 1,315 1,583
2002................................................... 1,185 1,625
Subsequent to 2002..................................... 4,406 4,368
------- -------
Total minimum lease payments........................... 12,181 $15,339
=======
Amounts representing interest.......................... (3,598)
-------
Present value of future minimum lease payments......... 8,583
Less amount due in one year............................ (1,338)
-------
$ 7,245
=======
</TABLE>

F-13
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 9--RETIREMENT AND DEFERRED COMPENSATION PLANS

The Company has various noncontributory retirement plans covering certain of
its domestic and foreign employees. Benefits under the Company's retirement
plans are based on participants' years of service and annual compensation as
defined by each plan. Annual cash contributions to fund pension costs accrued
under the Company's domestic plans are generally equal to the minimum funding
amounts required by ERISA while pension commitments under its foreign plans
are partially offset by the cash surrender value of insurance contracts
purchased by the Company. The components of net pension cost for the plans
consisted of the following:

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Service cost benefits earned during the year...... $1,276 $1,297 $1,201
Interest cost on projected benefit obligation..... 1,360 1,335 1,320
Actual return on plan assets...................... (2,472) (1,970) (3,591)
Net amortized and deferred gains and losses....... 1,055 684 2,622
------ ------ ------
Net pension cost.............................. $1,219 $1,346 $1,552
====== ====== ======
</TABLE>

The reconciliation of the funded status of the plans at year end follows:

<TABLE>
<CAPTION>
DOMESTIC PLANS 1997 1996
- -------------- -------- -------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested..................................................... $(10,963) $(9,327)
Non-vested................................................. (698) (551)
-------- -------
Accumulated benefit obligation............................... (11,661) (9,878)
Excess of projected benefit obligation over accumulated
benefit obligation.......................................... (3,394) (2,569)
-------- -------
Projected benefit obligation................................. (15,055) (12,447)
Plan assets at fair value.................................... 16,983 13,954
-------- -------
Plan assets in excess of projected benefit obligation........ 1,928 1,507
Unrecognized net gain........................................ (3,791) (3,761)
Unrecognized prior service cost.............................. 147 167
Unamortized net transition asset............................. (571) (761)
-------- -------
Liability for pension cost included in the balance sheet. $ (2,287) $(2,848)
======== =======
<CAPTION>
FOREIGN PLANS
- -------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested..................................................... $ (6,394) $(7,087)
Non-vested................................................. (60) (56)
-------- -------
Accumulated benefit obligation............................... (6,454) (7,143)
Excess of projected benefit obligation over accumulated
benefit obligation.......................................... (915) (1,171)
-------- -------
Projected benefit obligation................................. (7,369) (8,314)
Plan assets at fair value.................................... 1,211 1,464
-------- -------
Projected benefit obligation in excess of plan assets........ (6,158) (6,850)
Unrecognized net loss........................................ 1,017 1,666
Unrecognized prior service cost.............................. 345 450
Unamortized net transition obligation........................ 148 198
-------- -------
Liability for pension cost included in the balance sheet. $ (4,648) $(4,536)
======== =======
</TABLE>

F-14
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Plan assets primarily consist of U.S. government obligations, investment
grade corporate bonds and common and preferred stocks for the domestic plans
and insurance contracts for the foreign plans. The projected benefit
obligation for domestic plans was determined using assumed discount rates of
7.25% and 7.50% in 1997 and 1996, respectively. For the foreign plans, the
projected benefit obligation was determined using an assumed discount rate of
6.0% in 1997 and 1996. The assumed rates of increase in compensation used in
1997 and 1996 were 5.0% for the domestic plans and 4.0% for the foreign plans.
The expected long-term rate of return on plan assets was 8.5% in 1997 and 1996
for the domestic plans and 6.0% in 1997 and 1996 for the foreign plans.

The Company has a non-qualified supplemental pension plan which provides for
pension amounts that would have been payable from the Company's principal
pension plan if it were not for limitations imposed by income tax regulations.
The liability for this plan was $277 and $328 at December 31, 1997 and 1996,
respectively. This amount is included in the liability for domestic plans
shown above.

The Company also has unfunded retirement compensation arrangements with
certain employees. The cost of these retirement agreements is provided
currently as it relates to prior service agreements and ratably over the
employees' future employment as it applies to future service agreements. The
Company has no additional postretirement or postemployment benefit plans.

NOTE 10--CONTINGENCIES

The Company, in the normal course of business, is subject to a number of
lawsuits and claims both actual and potential in nature. Management believes
the resolution of these claims and lawsuits will not have a material adverse
effect on the Company's financial position or results of operations.

NOTE 11--PREFERRED STOCK PURCHASE RIGHTS

The Company has a preferred stock purchase rights plan (the "Rights Plan")
and each share of common stock has one preferred share purchase right (a
"Right"). Under the terms of the Rights Plan, if a person or group other than
certain exempt persons acquires 15% or more of the outstanding common stock,
each Right will entitle its holder (other than such person or members of such
group) to purchase, at the Right's then current exercise price, a number of
shares of the Company's common stock having a market value of twice such
price. Persons or groups can lose their exempt status under certain
conditions. In addition, under certain circumstances if the Company is
acquired in a merger or other business combination transaction, each Right
will entitle its holder to purchase, at the Right's then current exercise
price, a number of the acquiring company's common shares having a market value
of twice such price.

Each Right entitles the holder under certain circumstances to buy one one-
thousandths of a share of Series A junior participating preferred stock, par
value $ .01 per share, at an exercise price of $70. Each share of Series A
junior participating preferred stock will entitle its holder to 1,000 votes
and will have a minimum preferential quarterly dividend payment equal to the
greater of $10 per share or 1,000 times the amount paid to holders of common
stock. Currently 45 thousand shares of Series A junior participating preferred
stock have been reserved. The Rights will expire on April 6, 2003 unless
previously exercised or redeemed at the option of the Board of Directors for $
.01 per Right.

F-15
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 12--STOCK OPTIONS

At December 31, 1997, the Company has four fixed stock-based compensation
plans which are discussed below. The Company follows APB Opinion No. 25 and
the related Interpretations in accounting for its stock option plans.
Accordingly, no significant compensation cost has been recognized for its
stock awards. Had compensation cost for the Company's stock awards plans been
recorded based on the fair value at the grant dates, consistent with the
method of FASB Statement No. 123, the Company's net income and earnings per
share would have been reduced to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
NET INCOME
As Reported.................................... $46,529 $37,548 $35,714
Pro Forma...................................... $45,343 $36,814 $35,390
BASIC EARNINGS PER SHARE
As Reported.................................... $ 2.59 $ 2.09 $ 1.99
Pro Forma...................................... $ 2.52 $ 2.05 $ 1.97
DILUTED EARNINGS PER SHARE
As Reported.................................... $ 2.55 $ 2.05 $ 1.98
Pro Forma...................................... $ 2.48 $ 2.01 $ 1.96
</TABLE>

The fair value of stock options granted under the Stock Awards Plans in 1997
and 1996 was $13.99 and $12.62 per share, respectively. These values were
estimated on the date of the grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions for 1997 and 1996,
respectively: dividend yield of .8% for 1997 and .9% for 1996, expected
volatility of 26.1% and 21.2%, risk-free interest rate of 6.5% and 5.6% and an
expected life of 7.5 years for both years. The fair value of stock options
granted under the Director Stock Option Plans in 1997 was $17.64 per share.
This value was estimated on the date of the grant using the Black-Scholes
option pricing model with the following weighted-average assumptions for 1997:
dividend yield of .8%, expected volatility of 26.0%, risk-free interest rate
of 6.7% and an expected life of 7.5 years. The pro forma amounts reflected
above are not likely to be representative of the pro forma amounts in future
years due to the FASB Statement No. 123 transition rules which require pro
forma disclosure only for awards granted after 1994, although the Company
granted stock options in both 1994 and 1993.

Under the 1996 and 1992 Stock Awards Plans (collectively, the "Stock Awards
Plans"), the Company may grant stock options, stock appreciation rights,
restricted stock and other stock awards to employees. The combined maximum
number of shares which may be issued under these plans is 2 million. Options
granted under these plans become exercisable annually over a three year period
and expire ten years after the grant date. Director Stock Option Plans provide
for the award of stock options to non-employee Directors who have not
previously been awarded options. The combined maximum number of shares subject
to options under these plans is 40 thousand. Options granted under these plans
become exercisable over a three year period and expire ten years after the
grant date.

F-16
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A summary of the status of the Company's stock option plans as of December
31, 1997, 1996 and 1995, and changes during the years ending on those dates is
presented below.

<TABLE>
<CAPTION>
DIRECTOR STOCK
STOCK AWARDS PLANS OPTION PLANS
-------------------------- ----------------------
OPTION PRICE OPTION PRICE
OPTION SHARES SHARES PER SHARE SHARES PER SHARE
------------- --------- --------------- ------ --------------
<S> <C> <C> <C> <C>
Outstanding, January 1, 1995. 462,471 $18.375-$20.625 24,000 $18.375
Granted.................... 188,500 $26.75 -$35.50 --
Exercised.................. (5,371) $18.375-$20.625 (5,000) $18.375
Canceled................... (3,083) $18.375 --
--------- ------
Outstanding, December 31,
1995........................ 642,517 $18.375-$35.50 19,000 $18.375
Granted.................... 163,800 $36.00 --
Exercised.................. (23,090) $18.375-$26.75 (1,000) $18.375
Canceled................... (2,855) $18.375-$36.00 --
--------- ------
Outstanding, December 31,
1996........................ 780,372 $18.375-$36.00 18,000 $18.375
Granted.................... 183,250 $33.625-$56.00 28,000 $41.75
Exercised.................. (35,268) $18.375-$36.00 (2,000) $18.375
Canceled................... (7,788) $26.75 -$36.00 --
--------- ------
Outstanding, December 31,
1997........................ 920,566 $18.375-$56.00 44,000 $18.375-$41.75
========= ======
Options Exercisable at
12/31/95.................... 254,909 13,000
Options Exercisable at
12/31/96.................... 446,005 18,000
Options Exercisable at
12/31/97.................... 573,695 23,000
AVAILABLE FOR FUTURE GRANTS
12/31/95................... 348,326 16,000
12/31/96................... 1,185,585 40,000
12/31/97................... 1,009,592 12,000
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------ --------------------------
WEIGHTED-
SHARES AVERAGE WEIGHTED SHARES WEIGHTED-
YEAR OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
GRANTED AT YEAR-END LIFE EXERCISE PRICE AT YEAR-END EXERCISE PRICE
------- ----------- --------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
STOCK AWARDS PLAN
1993.................. 274,393 5.5 $18.375 274,393 $18.375
1994.................. 128,311 6.1 20.625 128,311 20.625
1995.................. 179,944 7.1 27.236 118,922 27.240
1996.................. 157,768 8.1 36.000 52,069 36.000
1997.................. 180,150 9.1 33.687 -- 33.687
------- -------
920,566 7.0 26.438 573,695 22.316
======= =======
DIRECTOR STOCK OPTIONS
PLAN
1993.................. 16,000 5.4 $18.375 16,000 $18.375
1997.................. 28,000 9.4 41.750 7,000 41.750
------- -------
44,000 8.0 33.250 23,000 25.500
======= =======
</TABLE>

F-17
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Restricted stock totaling 531 shares in 1997, 1,796 shares in 1996 and 3,310
shares in 1995 were issued under the Stock Awards Plans. These shares vest
equally over three years and do not have voting or dividend rights prior to
vesting. Amounts available for future stock option grants have been reduced by
restricted stock awards.

NOTE 13--EARNINGS PER SHARE

The reconciliation of basic and diluted earnings for the years ending
December 31, 1997, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------ ---------
<S> <C> <C> <C>
For the Year Ended December 31, 1997
BASIC EPS
Income available to common
stockholders.......................... $46,529 17,969 $2.59
=====
EFFECT OF DILUTIVE SECURITIES
Stock options.......................... -- 290
------- ------
DILUTED EPS
Income available to common
stockholders.......................... $46,529 18,259 $2.55
======= ====== =====
For the Year Ended December 31, 1996
BASIC EPS
Income available to common
stockholders.......................... $37,548 17,939 $2.09
=====
EFFECT OF DILUTIVE SECURITIES
Stock options.......................... -- 342
------- ------
DILUTED EPS
Income available to common
stockholders.......................... $37,548 18,281 $2.05
======= ====== =====
For the Year Ended December 31, 1995
BASIC EPS
Income available to common
stockholders.......................... $35,714 17,918 $1.99
=====
EFFECT OF DILUTIVE SECURITIES
Stock options.......................... -- 154
------- ------
DILUTED EPS
Income available to common
stockholders.......................... $35,714 18,072 $1.98
======= ====== =====
</TABLE>

F-18
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 14--SEGMENT INFORMATION

The Company operates in the packaging components industry, which includes the
development, manufacture and sale of consumer product dispensing systems. Sales
within the segment and between geographic areas are made at arm's-length
prices. Operating income consists of sales less operating expenses.
Identifiable assets are those assets that are specifically identified with the
geographic area in which the operations are conducted. Eliminations include
intercompany sales between geographic areas and related intercompany accounts.
Export sales were not material and no single customer accounted for ten percent
or more of sales.

<TABLE>
<CAPTION>
OTHER
DOMESTIC EUROPEAN FOREIGN CORPORATE
GEOGRAPHIC AREAS OPERATIONS OPERATIONS OPERATIONS EXPENSES ELIMINATIONS CONSOLIDATED
- ---------------- ---------- ---------- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1997
Sales to unaffiliated
customers............ $263,589 $358,744 $33,057 $ -- $ -- $655,390
Sales between
geographic areas..... 10,718 73,621 2,708 -- (87,047) --
-------- -------- ------- -------- -------- --------
Net Sales............. $274,307 $432,365 $35,765 $ -- $(87,047) $655,390
======== ======== ======= ======== ======== ========
Operating Income...... $ 32,634 $ 58,216 $ 137 $(11,777) $ (219) $ 78,991
Identifiable Assets... $170,511 $436,638 $25,243 $ -- $(46,959) $585,433
1996
Sales to unaffiliated
customers............ $233,329 $355,699 $26,780 $ -- $ -- $615,808
Sales between
geographic areas..... 6,205 59,512 1,418 -- (67,135) --
-------- -------- ------- -------- -------- --------
Net Sales............. $239,534 $415,211 $28,198 $ -- $(67,135) $615,808
======== ======== ======= ======== ======== ========
Operating Income...... $ 28,090 $ 43,624 $ 673 $ (8,714) $ 323 $ 63,996
Identifiable Assets... $154,392 $442,702 $17,092 $ -- $(38,050) $576,136
1995
Sales to unaffiliated
customers............ $202,868 $334,213 $20,374 $ -- $ -- $557,455
Sales between
geographic areas..... 4,915 53,871 3,165 -- (61,951) --
-------- -------- ------- -------- -------- --------
Net Sales............. $207,783 $388,084 $23,539 $ -- $(61,951) $557,455
======== ======== ======= ======== ======== ========
Operating Income...... $ 20,928 $ 48,645 $ 624 $(10,917) $ 18 $ 59,298
Identifiable Assets... $142,247 $435,024 $12,591 $ -- $(30,646) $559,216
</TABLE>

F-19
<PAGE>

APTARGROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)

NOTE 15--QUARTERLY DATA (UNAUDITED)

Quarterly results of operations and per share information for the years ended
December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
QUARTER
----------------------------------- TOTAL
FIRST SECOND THIRD FOURTH FOR YEAR
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
Net sales....................... $158,290 $171,811 $163,525 $161,764 $655,390
Gross profit.................... $ 45,600 $ 49,254 $ 47,888 $ 47,339 $190,081
Net income...................... $ 11,413 $ 12,081 $ 12,474 $ 10,561 $ 46,529
PER COMMON SHARE--1997
Net income
Basic......................... $ .64 $ .67 $ .69 $ .59 $ 2.59
Diluted....................... $ .63 $ .66 $ .68 $ .58 $ 2.55
Dividends paid.................. $ .07 $ .07 $ .08 $ .08 $ .30
Stock price high................ $ 40 5/8 $ 45 7/8 $ 59 1/8 $ 59 1/8 $ 59 1/8
Stock price low................. $ 32 3/4 $ 35 1/8 $ 44 1/2 $50 7/16 $ 32 3/4
Average number of shares
outstanding.................... 17,954 17,961 17,975 17,986 17,969
YEAR ENDED DECEMBER 31, 1996
Net sales....................... $152,954 $151,047 $155,917 $155,890 $615,808
Gross profit.................... $ 43,447 $ 41,570 $ 42,271 $ 44,069 $171,357
Net income...................... $ 10,673 $ 8,827 $ 9,007 $ 9,041 $ 37,548
PER COMMON SHARE--1996
Net income
Basic......................... $ .60 $ .49 $ .50 $ .50 $ 2.09
Diluted....................... $ .59 $ .49 $ .49 $ .49 $ 2.05
Dividends paid.................. $ .07 $ .07 $ .07 $ .07 $ .28
Stock price high................ $ 41 7/8 $ 43 1/8 $ 37 1/8 $ 36 $ 43 1/8
Stock price low................. $ 34 3/4 $ 29 $ 30 3/8 $ 30 1/2 $ 29
Average number of shares
outstanding.................... 17,930 17,938 17,941 17,947 17,939
</TABLE>

F-20
<PAGE>

APTARGROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
NET SALES................................................... $170,942 $158,290
-------- --------
OPERATING EXPENSES:
Cost of sales............................................. 106,709 100,851
Selling, research & development and administrative........ 28,201 25,552
Depreciation and amortization............................. 13,568 12,519
-------- --------
148,478 138,922
-------- --------
OPERATING INCOME............................................ 22,464 19,368
-------- --------
OTHER INCOME (EXPENSE):
Interest expense.......................................... (1,406) (1,464)
Interest income........................................... 275 202
Equity in income of affiliates............................ 183 182
Minority interests........................................ (84) (80)
Miscellaneous, net........................................ 646 275
-------- --------
(386) (885)
-------- --------
INCOME BEFORE INCOME TAXES.................................. 22,078 18,483
PROVISION FOR INCOME TAXES.................................. 8,897 7,070
-------- --------
NET INCOME.................................................. $ 13,181 $ 11,413
======== ========
NET INCOME PER COMMON SHARE:
Basic..................................................... $ .73 $ .64
======== ========
Diluted................................................... $ .72 $ .63
======== ========
AVERAGE NUMBER OF SHARES OUTSTANDING (IN THOUSANDS):
Basic..................................................... 17,996 17,954
Diluted................................................... 18,358 18,150
</TABLE>

See accompanying notes to consolidated financial statements.

F-21
<PAGE>

APTARGROUP, INC.

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1998 1997
------ ----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents................................ $ 21,970 $ 17,717
Accounts and notes receivable, less allowance for
doubtful accounts of $3,976 in 1998 and $3,812 in
1997............................................... 158,021 145,034
Inventories......................................... 80,503 79,262
Prepayments and other............................... 18,280 14,148
--------- ---------
278,774 256,161
--------- ---------
PROPERTY, PLANT AND EQUIPMENT:
Buildings and improvements.......................... 77,653 74,351
Machinery and equipment............................. 465,597 455,382
--------- ---------
543,250 529,733
Less: Accumulated depreciation...................... (288,031) (281,899)
--------- ---------
255,219 247,834
Land................................................ 4,231 3,819
--------- ---------
259,450 251,653
--------- ---------
OTHER ASSETS:
Investments in affiliates........................... 11,316 16,495
Goodwill, less accumulated amortization of $6,174 in
1998 and $6,030 in 1997............................ 39,726 40,479
Miscellaneous....................................... 22,521 20,645
--------- ---------
73,563 77,619
--------- ---------
TOTAL ASSETS...................................... $ 611,787 $ 585,433
========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-22
<PAGE>

APTARGROUP, INC.

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
------------------------------------ ----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable........................................ $ 3,253 $ --
Current maturities of long-term obligations.......... 6,777 2,890
Accounts payable and accrued liabilities............. 130,057 122,507
-------- --------
140,087 125,397
-------- --------
LONG-TERM OBLIGATIONS.................................. 78,259 70,740
-------- --------
DEFERRED LIABILITIES AND OTHER:
Deferred income taxes................................ 23,814 21,432
Retirement and deferred compensation plans........... 12,238 11,872
Minority interests................................... 3,577 4,568
Deferred and other non-current liabilities........... 8,976 9,369
-------- --------
48,605 47,241
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value......................... 180 180
Capital in excess of par value....................... 105,032 104,699
Retained earnings.................................... 286,265 274,524
Accumulated other comprehensive income............... (46,641) (37,348)
-------- --------
344,836 342,055
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $611,787 $585,433
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-23
<PAGE>

APTARGROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, BRACKETS DENOTE CASH OUTFLOWS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1998 1997
-------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................... $ 13,181 $ 11,413
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation....................................... 12,921 11,839
Amortization....................................... 647 680
Provision for bad debts............................ 272 125
Minority interests................................. 84 80
Deferred income taxes.............................. 616 (62)
Retirement and deferred compensation plans......... 1,375 952
Equity in income of affiliates in excess of cash
distributions received............................ (183) (182)
Changes in balance sheet items, excluding effects
from foreign currency adjustments:
Accounts receivable.............................. (12,105) (14,689)
Inventories...................................... (1,100) (4,417)
Prepaid and other current assets................. (3,419) (1,054)
Accounts payable and accrued liabilities......... 6,230 6,783
Other changes, net............................... (1,742) (510)
-------- --------
NET CASH PROVIDED BY OPERATIONS................ 16,777 10,958
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................. (13,359) (15,139)
Disposition of property and equipment................ 56 164
Acquisition of businesses............................ (4,901) --
Collection (issuance) of notes receivable, net....... 228 (68)
Investments in affiliates............................ (500) --
-------- --------
NET CASH USED BY INVESTING ACTIVITIES.......... (18,476) (15,043)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in notes payable.............................. 5,453 10,436
Proceeds from long-term obligations.................. 5,710 42
Repayments of long-term obligations.................. (3,717) (1,073)
Dividends paid....................................... (1,440) (1,257)
Proceeds from stock options exercised................ 332 159
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES...... 6,338 8,307
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................ (386) (1,336)
-------- --------
NET INCREASE IN CASH AND EQUIVALENTS................... 4,253 2,886
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD............ 17,717 16,386
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD.................. $ 21,970 $ 19,272
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-24
<PAGE>

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 include 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,
without audit, 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 (GAAP) 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 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 the year.

NOTE 2--INVENTORIES

At March 31, 1998 and December 31, 1997, inventories, by component,
consisted of:

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
--------- ------------
<S> <C> <C>
Raw materials...................................... $27,770 $27,187
Work in progress................................... 21,609 21,920
Finished goods..................................... 32,373 31,404
------- -------
Total.......................................... 81,752 80,511
Less LIFO reserve.................................. (1,249) (1,249)
------- -------
Total.......................................... $80,503 $79,262
======= =======
</TABLE>

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:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
-----------------
1998 1997
------- --------
<S> <C> <C>
Net income............................................ $13,181 $ 11,413
Less: foreign currency translation adjustment......... (9,293) (20,657)
------- --------
Total comprehensive income (loss)................. $ 3,888 $ (9,244)
======= ========
</TABLE>

F-25
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Selling Stockholders have agreed to sell to each of the Underwriters named
below (the "Underwriters"), and each of such Underwriters, for whom Goldman,
Sachs & Co., William Blair & Company, L.L.C. and Lehman Brothers Inc. are
acting as representatives, has severally agreed to purchase from the Selling
Stockholders, the respective number of shares of Common Stock set forth
opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
----------- ------------
<S> <C>
Goldman, Sachs & Co. ........................................
William Blair & Company, L.L.C. .............................
Lehman Brothers Inc..........................................
---------
Total....................................................
=========
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the shares offered
hereby, if any are taken.

The Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus, and in part to certain securities dealers at
such price less a concession of $ per share. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of $ per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time
to time be varied by the representatives.

The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus to purchase up to an aggregate of 249,295
additional shares of Common Stock to cover over-allotments, if any. If the
Underwriters exercise their over-allotment option, the Underwriters have
severally agreed, subject to certain conditions, to purchase approximately the
same percentage thereof that the number of shares to be purchased by each of
them, as shown in the foregoing table, bears to the 1,661,969 shares of Common
Stock offered hereby.

The Company has agreed for a period of days after the date of delivery of
the shares of Common Stock offered hereby, and the Selling Stockholders have
agreed for a period of days after the date of delivery of the shares of
Common Stock offered hereby, not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock without the prior written consent of the
representatives of the Underwriters, other than (i) pursuant to the Company's
benefit plans existing on, or upon the conversion or exchange of convertible
or exchangeable securities outstanding as of, the date of this Prospectus,
(ii) by bona fide gift, provided that the donee of such gift agrees to be
bound by these restrictions, or (iii) by exercise of the Rights.

In connection with the Offering, the Underwriters may purchase and sell
shares of the Common Stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the Offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of the Common Stock; and
syndicate short positions involve the sale by the Underwriters of a greater
number of shares of Common Stock than they are required to purchase from the
Selling Stockholders in the Offering. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the shares of Common Stock sold in the Offering
for their account may be reclaimed by the syndicate if such shares of Common
Stock are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Common Stock, which may

U-1
<PAGE>

be higher than the price that might otherwise prevail in the open market; and
these activities, if commenced, may be discontinued at any time. These
transactions may be effected on the New York Stock Exchange, in the over-the-
counter market or otherwise.

The Common Stock is listed on the New York Stock Exchange under the symbol
"ATR".

The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters, and any person who controls any Underwriter, against
certain liabilities, including liabilities under the Securities Act.

U-2
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES WHERE SUCH AN OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

-----------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Forward-Looking Statements................................................ 2
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 3
Prospectus Summary........................................................ 4
Use of Proceeds to the Company............................................ 9
Price Range of Common Stock and Dividend Policy........................... 9
Selected Consolidated Financial Information............................... 10
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 11
Business.................................................................. 17
Management................................................................ 26
Principal and Selling Stockholders........................................ 28
Description of Capital Stock.............................................. 33
Anti-Takeover Effects of Certificate of Incorporation and Bylaws.......... 35
Shares Eligible for Future Sale........................................... 37
Validity of the Shares.................................................... 38
Experts................................................................... 38
Index to Consolidated Financial
Statements............................................................... F-1
Underwriting.............................................................. U-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

1,661,969 SHARES

APTARGROUP, INC.

COMMON STOCK
(PAR VALUE $.01 PER SHARE)

-----------

[logo]

-----------

GOLDMAN, SACHS & CO.

WILLIAM BLAIR & COMPANY

LEHMAN BROTHERS

REPRESENTATIVES OF THE UNDERWRITERS

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee................................................ $ 35,470
Printing Expenses............................................... 75,000
Accounting Fees and Expenses.................................... 50,000
Legal Fees and Expenses......................................... 200,000
New York Stock Exchange Listing Fee*............................ 1,500
Miscellaneous Expenses.......................................... 50,000
--------
Total....................................................... $411,970
========
</TABLE>

All of the above amounts, other than the Securities and Exchange Commission
registration fee, are estimated. The Selling Stockholders will pay the
printing expenses, accounting and legal fees and expenses and a pro rata
portion of the registration fee. The Company will pay the remaining expenses.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") provides that, to the fullest extent
permitted by the Delaware General Corporation Law (the "DGCL"), as the same
exists or may be amended, a director of the Company shall not be liable to the
Company or its stockholders for monetary damages for a breach of fiduciary
duty as a director. In accordance with Section 102(b)(7) of the DGCL, no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for (i) breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payment
of dividends under Section 174 of the DGCL or (iv) transactions from which the
director derives an improper personal benefit.

The Certificate of Incorporation provides for indemnification of directors
and officers to the fullest extent permitted by the DGCL, as amended from time
to time. Under Article Thirteen of the Certificate of Incorporation, the
Company may maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or was serving at the request of
the Company as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise (including service with
respect to any employee benefit plan) against any liability asserted against
such person in such capacity, whether or not the Company would have the power
to indemnify such person against such liability under the provisions of
Article Thirteen of the Certificate of Incorporation.

- --------
* A New York Stock Exchange Listing Fee will apply only if the over-allotment
option granted by the Company to the Underwriters is exercised.

II-1
<PAGE>

Reference is made to Section 145 of the DGCL, which provides for
indemnification of directors and officers in certain circumstances.

Pursuant to the Certificate of Incorporation and Section 145 of the DGCL,
the Company maintains directors' and officers' liability insurance coverage.

ITEM 16. EXHIBITS.

The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

II-2
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CRYSTAL LAKE, STATE OF ILLINOIS ON THIS 8TH DAY OF
JUNE, 1998.

AptarGroup, Inc.

/s/ Carl A. Siebel
By: _________________________________
Carl A. Siebel
President and Chief Executive
Officer

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Carl A. Siebel, Stephen J. Hagge and Ralph A.
Poltermann, and each of them, the undersigned's true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution of the
undersigned and in the undersigned's name, place and stead, in any and all
capacities to sign a registration statement on Form S-3 relating to the Common
Stock and accompanying Preferred Share Purchase Rights of AptarGroup, Inc.,
and any and all amendments (including post-effective amendments) to such
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such securities, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or the substitute or substitutes of said
attorneys-in-fact and agents or any of them, may lawfully do or cause to be
done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Carl A. Siebel President and Chief June 8, 1998
____________________________________ Executive Officer and
Carl A. Siebel Director (Principal
Executive Officer)

/s/ Stephen J. Hagge Executive Vice President and June 8, 1998
____________________________________ Chief Financial Officer,
Stephen J. Hagge Treasurer and Secretary
(Principal Accounting and
Financial Officer)

/s/ Eugene L. Barnett Director May 28, 1998
____________________________________
Eugene L. Barnett

/s/ Robert Barrows Director May 28, 1998
____________________________________
Robert Barrows

/s/ Ralph Gruska Director June 8, 1998
____________________________________
Ralph Gruska

/s/ Leo A. Guthart Director June 8, 1998
____________________________________
Leo A. Guthart

</TABLE>

II-3
<PAGE>

<TABLE>
<S> <C> <C>
/s/ King Harris Director June 3, 1998
____________________________________
King Harris

/s/ Ervin J. LeCoque Director June 1, 1998
____________________________________
Ervin J. LeCoque

/s/ Peter Pfeiffer Director June 8, 1998
____________________________________
Peter Pfeiffer

/s/ Alfred Pilz Director June 8, 1998
____________________________________
Alfred Pilz
</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S> <C>
*1 Form of Underwriting Agreement.
4.1 Amended and Restated Certificate of Incorporation of the Com-
pany, filed as Exhibit 6.1 to the Company's Registration
Statement on Form 8-A filed under the Exchange Act on April 5,
1993 (File No. 1-11846), is hereby incorporated by reference.
4.2 Amended and Restated By-Laws of the Company, filed as Exhibit
3(ii) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (File No. 1-11846) is hereby incorpo-
rated by reference.
4.3 Rights Agreement dated as of April 6, 1993 between the Company
and ChaseMellon Shareholder Service, L.L.C., as rights agent,
filed as Exhibit 6.3 of the Company's Registration Statement
on Form 8-A filed under the Exchange Act on April 5, 1993
(File No. 1-11846), is hereby incorporated by reference.
4.4 Specimen certificate representing preferred stock purchase
rights incorporated by reference to Exhibit 2.5 of the
Company's Registration Statement on Form 8-A filed under the
Exchange Act, on April 15, 1993 (File No. 1-11846), is hereby
incorporated by reference.
4.5 Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A, of the Company, filed
as Exhibit 6.4 of the Company's Registration Statement on Form
8-A filed under the Exchange Act on April 5, 1993 (File No. 1-
11846), is hereby incorporated by reference.
*5 Opinion of Sidley & Austin.
*23.1 Consent of Sidley & Austin (included in Exhibit 5).
*23.2 Consent of Price Waterhouse LLP.
*24 Power of Attorney (contained in the Signatures page of this
Registration Statement).
</TABLE>
- --------
*Filed herewith

II-5

<PAGE>

EXHIBIT 1

AptarGroup, Inc.
Common Stock, Par Value $.01 Per Share
and Related Preferred Stock Purchase Rights

-------------------------------------------------

Underwriting Agreement
----------------------

, 1998

Goldman, Sachs & Co.,
William Blair & Company, L.L.C.,
Lehman Brothers Inc.
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

Certain stockholders named in Schedule II hereto (the "Selling
Stockholders") of AptarGroup, Inc., a Delaware corporation (the "Company"),
propose, subject to the terms and conditions stated herein, to sell to the
Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
__________ shares (the "Firm Shares") of Common Stock, par value $.01 per share,
with related Preferred Stock Purchase Rights (collectively, "Stock"), and, at
the election of the Underwriters, the Company proposes, subject to the terms and
conditions stated herein, to issue and sell to the Underwriters up to _________
additional shares of Stock (the "Optional Shares"). The Firm Shares and the
Optional Shares which the Underwriters elect to purchase pursuant to Section 2
hereof are herein collectively called the "Shares".

1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

(i) A registration statement on Form S-3 (File No. 333-________) (the
"Initial Registration Statement") in respect of the Shares has been filed
with the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in
the form heretofore delivered to you, and, excluding exhibits thereto but
including all documents incorporated by reference in the prospectus
contained therein, to you for each of the other Underwriters, have been
declared effective by the Commission in such form; other than a
registration statement, if any, increasing the size of the offering (a
"Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Act"), which became effective
upon filing, no other document with respect to the Initial Registration
Statement or document incorporated by reference therein has heretofore been
filed with the Commission; and no stop order suspending the effectiveness
of the Initial Registration Statement, any post-effective amendment thereto
or the Rule 462(b) Registration Statement, if any,
<PAGE>

has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the
Initial Registration Statement or filed with the Commission pursuant to
Rule 424(a) of the rules and regulations of the Commission under the Act is
hereinafter called a "Preliminary Prospectus"; the various parts of the
Initial Registration Statement and the Rule 462(b) Registration Statement,
if any, including all exhibits thereto and including (i)(11) the
information contained in the form of final prospectus filed with the
Commission pursuant to Rule 424(b) under the Act in accordance with Section
5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of
the Initial Registration Statement at the time it was declared effective or
such part of the Rule 462(b) Registration Statement, if any, became or
hereafter becomes effective and (ii) the documents incorporated by
reference in the prospectus contained in the Initial Registration Statement
at the time such part of the Initial Registration Statement became
effective, each such incorporated document as amended at the time such part
of the Initial Registration Statement became effective, are hereinafter
collectively called the "Registration Statement"; and such final
prospectus, in the form first filed pursuant to Rule 424(b) under the Act,
is hereinafter called the "Prospectus"; and any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act, as of the date of such Preliminary Prospectus or
the Prospectus, as the case may be; any reference herein to any amendment
or supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of such
Preliminary Prospectus or the Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as
the case may be, as of the date of such amendment or supplement; and any
reference to any amendment to the Registration Statement shall be deemed to
refer to and include any annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Initial Registration Statement that is incorporated by reference in the
Registration Statement);

(ii) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the rules and regulations of
the Commission thereunder, and did not include an untrue statement of a
material fact or omit to state a material fact required to be set forth
therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through
Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder
expressly for use in the preparation of the answers therein to Item 7 of
Form S-3;

(iii) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents included an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed

2
<PAGE>

with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder and will not
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company
by an Underwriter through Goldman, Sachs & Co. expressly for use therein;

(iv) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the rules and regulations of the Commission thereunder and do
not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company
by an Underwriter through Goldman, Sachs & Co. expressly for use therein or
by a Selling Stockholder expressly for use in the preparation of the
answers therein to Item 7 of Form S-3;

(v) Neither the Company nor any of its Subsidiaries (as defined in Rule
405 under the Act) has sustained since the date of the latest audited
financial statements included in the Prospectus any loss or interference
with its business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, in each case which is reasonably
likely, currently or prospectively, to have a material adverse effect on
the financial position, stockholders' equity or results of operations of
the Company and its consolidated Subsidiaries taken as a whole (such
effect, a "Material Adverse Effect"); and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock of the
Company (other than issuances of capital stock upon exercise of options and
stock appreciation rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were outstanding
on the date of the latest balance sheet included or incorporated by
reference in the Prospectus) or increase in long-term debt of the Company
and its consolidated Subsidiaries taken as a whole (other than (i)
increases after such dates in such long-term debt resulting solely from the
translation to United States dollars of long-term debt denominated in a
currency other than the United States dollar (which increases do not have a
Material Adverse Effect), (ii) increases of up to $25 million after such
dates in such long-term debt resulting solely from the reclassification of
debt of the Company and its consolidated Subsidiaries that is classified as
current debt as of such dates to long-term debt and (iii) other increases
in such long-term debt of up to $5 million) or any development that is
reasonably likely, currently or prospectively, to have a Material Adverse
Effect;

(vi) The Company or one of its Subsidiaries has good and marketable title
in fee simple to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described in the

3
<PAGE>

Prospectus or such as do not materially and adversely affect the financial
condition of the Company and its consolidated Subsidiaries taken as a
whole; and any real property and buildings held under lease by the Company
or one of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not reasonably likely,
currently or prospectively, to have a Material Adverse Effect;

(vii) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus, and has been duly qualified as
a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such
qualification, or is subject to no liability or disability by reason of the
failure to be so qualified in any such jurisdiction which is reasonably
likely, currently or prospectively, to have a Material Adverse Effect; and
each Subsidiary of the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation;

(viii) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued, are fully paid and non-
assessable (except to the extent that such shares are assessable as
provided in Section 180.0622 of the Wisconsin Business Corporation Law as
interpreted by the courts of the State of Wisconsin) and conform to the
description of the Stock contained in the Prospectus under the caption
"Description of Capital Stock"; and all of the issued shares of capital
stock of each Subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and (except for
directors' qualifying shares) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities or claims;

(ix) The unissued Shares to be issued and sold by the Company to the
Underwriters hereunder have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein, will be
duly and validly issued and fully paid and non-assessable (except to the
extent that such shares are assessable as provided in Section 180.0622 of
the Wisconsin Business Corporation Law as interpreted by the courts of the
State of Wisconsin) and will conform to the description of the Stock
contained in the Prospectus under the caption "Description of Capital
Stock";

(x) The issue and sale of the Shares to be sold by the Company and the
compliance by the Company with all of the provisions of this Agreement and
the consummation of the transactions herein contemplated will not conflict
with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, nor will such action result
in any violation of the provisions of the Amended and Restated Certificate
of Incorporation or By-laws of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its Subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or

4
<PAGE>

governmental agency or body is required for the issue and sale of the
Shares or the consummation by the Company of the transactions contemplated
by this Agreement, except the registration under the Act of the Shares and
such consents, approvals, authorizations, registrations or qualifications
as may be required by the New York Stock Exchange (the "Exchange"), the
National Association of Securities Dealers, Inc. (the "NASD"), or under
state securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters;

(xi) Neither the Company nor any of its Subsidiaries is in violation of
its charter or by-laws or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its
properties may be bound, which violation or default is reasonably likely,
currently or prospectively, to have a Material Adverse Effect;

(xii) The statements set forth in the Prospectus under the caption
"Description of Capital Stock", constitute an accurate summary of the terms
of the Stock;

(xiii) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
Subsidiaries is a party or of which any property of the Company or any of
its Subsidiaries is the subject which is reasonably likely, currently or
prospectively, individually or in the aggregate, to have a Material Adverse
Effect; and, to the best of the Company's knowledge, no such proceedings
are threatened by governmental authorities or others;

(xiv) The Company is not and, after giving effect to the offering and
sale of the Shares, will not be an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

(xv) Neither the Company nor any of its affiliates does business with the
government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes;

(xvi) During the period beginning from the date hereof and continuing
to and including the date __ days after the date of the First Time of
Delivery (as defined in Section 4 hereof), the Company shall not offer,
sell, contract to sell or otherwise dispose of, except as provided
hereunder, any securities of the Company that are substantially similar to
the Shares, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to
receive, Stock or any such substantially similar securities (other than (i)
pursuant to the Company's benefit plans existing on, or upon the conversion
or exchange of convertible or exchangeable securities outstanding as of,
the date of this Agreement or (ii) by the exercise of the Company's
Preferred Stock Purchase Rights), without your prior written consent;

(xvii) The Company has not taken and, during the period of the
distribution of the Shares by the Underwriters (within the meaning of the
Act), will not take, directly or indirectly, any action which is designed
to or which has constituted or which might reasonably be expected to cause
or

5
<PAGE>

result in stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares; and

(xviii) Price Waterhouse L.L.P., who have certified certain financial
statements of the Company and its Subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder.

(b) Each of the Selling Stockholders severally represents and warrants to,
and agrees with, each of the Underwriters and the Company that:

(i) All consents, approvals, authorizations and orders necessary
for the execution and delivery by such Selling Stockholder of this
Agreement and such Selling Stockholder's Custody Agreement and Power of
Attorney hereinafter referred to, and for the sale and delivery of the
Shares to be sold by such Selling Stockholder hereunder, have been
obtained; and such Selling Stockholder has full right, power, legal
capacity and authority to enter into this Agreement and such Custody
Agreement and Power of Attorney and to sell, assign, transfer and deliver
the Shares to be sold by such Selling Stockholder hereunder;

(ii) The sale of the Shares to be sold by such Selling Stockholder
hereunder and the compliance by such Selling Stockholder with all of the
provisions of this Agreement and such Selling Stockholder's Custody
Agreement and Power of Attorney and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which such Selling Stockholder is a party
or by which such Selling Stockholder is bound or to which any of the
property or assets of such Selling Stockholder is subject, nor will such
action result in any violation of the provisions of the trust agreement of
such Selling Stockholder if such Selling Stockholder is a trust or the
charter or by-laws (or other governing documents) of such Selling
Stockholder if such Selling Stockholder is a corporation (or other entity)
or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over such Selling
Stockholder or the property of such Selling Stockholder except, in each
such case, where such conflict, breach, violation or default would not be
reasonably likely, currently or prospectively, to have a material adverse
effect on the financial condition or results of operations of such Selling
Stockholder or materially impair such Selling Stockholder's ability to
perform its obligations hereunder;

(iii) The information contained in Schedule II with respect to such
Selling Stockholder is true and correct and such Selling Stockholder has,
and immediately prior to the First Time of Delivery (as defined in Section
4 hereof) such Selling Stockholder will have, good and valid title to the
Shares to be sold by such Selling Stockholder hereunder, free and clear of
all liens, encumbrances, equities or claims; and, upon delivery of such
Shares and payment therefor pursuant hereto, good and valid title to such
Shares, free and clear of all liens, encumbrances, equities or claims, will
pass to the several Underwriters;

(iv) During the period beginning from the date hereof and continuing
to and including the date __ days after the date of the First Time of
Delivery (as defined in Section 4 hereof), such Selling Stockholder shall
not offer, sell, contract to sell or otherwise dispose of, except as
provided

6
<PAGE>

hereunder, any securities of the Company that are substantially similar to
the Shares, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to
receive, Stock or any such substantially similar securities (other than (i)
upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement, (ii) by bona fide gift,
provided the donee of such gift agrees in writing to be bound by the terms
of this Agreement, or (iii) by the exercise of the Company's Preferred
Stock Purchase Rights), without your prior written consent;

(v) Such Selling Stockholder has not taken and, during the period
of the distribution of the Shares by the Underwriters (within the meaning
of the Act), will not take, directly or indirectly, any action which is
designed to or which has constituted or which might reasonably be expected
to cause or result in stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Shares;

(vi) To the extent that any statements or omissions made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto are made in reliance upon and in conformity
with written information furnished to the Company by such Selling
Stockholder expressly for use therein, (a) such Preliminary Prospectus and
the Registration Statement did, and the Prospectus and any further
amendments or supplements to the Registration Statement and the Prospectus
will, when they become effective or are filed with the Commission, as the
case may be, conform in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder and (b) such
Preliminary Prospectus and the Registration Statement did not, and the
Prospectus and any further amendments or supplements to the Registration
Statement and the Prospectus will not, when they become effective or are
filed with the Commission, as the case may be, contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;

(vii) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, such Selling Stockholder will deliver to you prior to or at
the First Time of Delivery (as hereinafter defined) a properly completed
and executed United States Treasury Department Form W-9 (or other
applicable form or statement specified by Treasury Department regulations
in lieu thereof);

(viii) Certificates in negotiable form representing all of the Shares
to be sold by such Selling Stockholder hereunder have been placed in
custody under a Custody Agreement and Power of Attorney, in the form
heretofore furnished to you (a "Custody Agreement and Power of Attorney"),
duly executed and delivered by such Selling Stockholder to Chemical Bank,
as custodian (the "Custodian"), and to the persons indicated in Schedule II
hereto, appointing such persons, and each of them, as such Selling
Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to
execute and deliver this Agreement on behalf of such Selling Stockholder,
to determine the purchase price to be paid by the Underwriters to the
Selling Stockholders as provided in Section 2 hereof, to authorize the
delivery of the Shares to be sold by such Selling Stockholder hereunder and
otherwise to act on behalf of such Selling Stockholder in connection with
the transactions contemplated by this Agreement and such Selling
Stockholder's Custody Agreement

7
<PAGE>

and Power of Attorney;

(ix) The Shares represented by the certificates held in custody for
such Selling Stockholder under such Selling Stockholder's Custody Agreement
and Power of Attorney are subject to the interests of the Underwriters
hereunder; the arrangements made by such Selling Stockholder for such
custody, and the appointment by such Selling Stockholder of the Attorneys-
in-Fact by such Selling Stockholder's Custody Agreement and Power of
Attorney, are irrevocable to the extent set forth in such Selling
Stockholder's Custody Agreement and Power of Attorney; the obligations of
such Selling Stockholder hereunder shall not be terminated by operation of
law, whether by the death or incapacity of any individual Selling
Stockholder or, in the case of an estate or trust, by the death or
incapacity of any executor or trustee or the termination of such estate or
trust, or in the case of a partnership or corporation, by the dissolution
of such partnership or corporation, or by the occurrence of any other
event; if any individual Selling Stockholder or any such executor or
trustee should die or become incapacitated, or if any such estate or trust
should be terminated, or if any such partnership or corporation should be
dissolved, or if any other such event should occur, before the delivery of
the Shares hereunder, certificates representing the Shares shall be
delivered by or on behalf of the Selling Stockholders in accordance with
the terms and conditions of this Agreement and each Selling Stockholder's
respective Custody Agreement and Power of Attorney; and actions taken by
the Attorneys-in-Fact pursuant to any Custody Agreement and Power of
Attorney shall be as valid as if such death, incapacity, termination,
dissolution or other event had not occurred, regardless of whether or not
the Custodian, the Attorneys-in-Fact, or any of them, shall have received
notice of such death, incapacity, termination, dissolution or other event.

(x) Except as otherwise disclosed to the Underwriters in writing,
such Selling Stockholder is not a member of or directly an affiliate of or
associated with any member of the NASD; and

(xi) Such Selling Stockholder agrees to deliver to the Company or
the Underwriters such documentation as the Company or the Underwriters or
any of their respective counsel may reasonably request in order to
effectuate any of the provisions of this Agreement.

2. Subject to the terms and conditions herein set forth, (a) each of the
Selling Stockholders agree, severally and not jointly, to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company and each of the Selling Stockholders, at a purchase
price per share of $_____, the number of Firm Shares (to be adjusted by you so
as to eliminate fractional shares) determined by multiplying the aggregate
number of Firm Shares to be sold by each of the Selling Stockholders as set
forth opposite their respective names in Schedule II hereto by a fraction, the
numerator of which is the aggregate number of Firm Shares to be purchased by
such Underwriter as set forth opposite the name of such Underwriter in Schedule
I hereto and the denominator of which is the aggregate number of Firm Shares to
be purchased by all of the Underwriters from the Selling Stockholders hereunder
and (b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, the Company agrees to
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the purchase price per share
set forth in clause (a) of this Section 2, that portion of the number of
Optional Shares as to which such election shall have been exercised (to be
adjusted by you so as to eliminate fractional shares) determined by multiplying
such number of Optional Shares by a fraction, the numerator of which is the
maximum number of Optional

8
<PAGE>

Shares which such Underwriter is entitled to purchase as set forth opposite the
name of such Underwriter in Schedule I hereto and the denominator of which is
the maximum number of Optional Shares that all of the Underwriters are entitled
to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at
their election up to ________ Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from Goldman, Sachs &
Co. to the Company, given within a period of 30 calendar days after the date of
this Agreement and setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by Goldman, Sachs & Co. but in no event earlier than the First Time
of Delivery (as defined in Section 4 hereof) or, unless Goldman, Sachs & Co. and
the Company otherwise agree in writing, earlier than two or later than ten
business days after the date of such notice.

3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

4. (a) Certificates in definitive form for the Shares to be purchased by
each Underwriter hereunder and in such authorized denominations and registered
in such names as Goldman, Sachs & Co. may request upon at least forty-eight
hours' prior notice to the Company and the Selling Stockholders shall be
delivered by or on behalf of the Company and the Selling Stockholders to
Goldman, Sachs & Co., through the facilities of the Depository Trust Company
("DTC") for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by wire transfer of Federal
(same-day) funds to the account specified by the Custodian to Goldman, Sachs &
Co. at least 48 hours in advance. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to each Time of Delivery (as defined below) with respect
thereto at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 9:30 a.m., New York time, on ________, 1998 or such other
time and date as Goldman, Sachs & Co., the Company and the Selling Stockholders
may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m.,
New York time, on the date specified by Goldman, Sachs & Co. in the written
notice given by Goldman, Sachs & Co. of the Underwriters' election to purchase
such Optional Shares, or such other time and date as Goldman, Sachs & Co. and
the Company may agree upon in writing. Such time and date for delivery of the
Firm Shares is herein called the "First Time of Delivery", such time and date
for delivery of the Optional Shares, if not the First Time of Delivery, is
herein called the "Second Time of Delivery", and each such time and date for
delivery is herein called a "Time of Delivery".

(b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipt
for the Shares and any additional documents requested by the Underwriters
pursuant to Section 7(j) hereof and payment for the Shares, will be delivered at
the offices of Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois
60601 (the "Closing Location"), and the Shares will be delivered at the
Designated Office, all at such Time of Delivery. A meeting will be held at the
Closing Location at 2:00 p.m., New York City time, on the New York Business Day
next preceding such Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday,

9
<PAGE>

Thursday and Friday which is not a day on which banking institutions in New York
are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file
such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement or transmit the Prospectus by
means reasonably calculated to result in filing with the Commission by that
date, or, if applicable, such earlier time as may be required by Rule
430A(a)(3) under the Act; to make no further amendment or any supplement to
the Registration Statement or Prospectus prior to the last Time of Delivery
which shall be disapproved by you in writing promptly after reasonable
notice thereof; to advise you, promptly after the Company receives notice
thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed and to furnish you with copies thereof;
to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of the Prospectus and for so long as the delivery of a prospectus is
required in connection with the offering or sale of the Shares; to advise
you, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or prospectus, of the suspension of the
qualification of the Shares for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information; and, in
the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus or
suspending any such qualification, promptly to use its best efforts to
obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with
such laws so as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete the
distribution of the Shares, provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;

(c) Prior to 10:00 A.M., New York City time, on the New York Business
Day next succeeding the date of this Agreement and from time to time, to
furnish the Underwriters with copies of the Prospectus in New York City in
such quantities as you may from time to time reasonably request, and, if
the delivery of a prospectus is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus in
connection with the offering or sale of the Shares and if at such time any
event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to

10
<PAGE>

comply with the Act or the Exchange Act, to notify you and upon your
request to file such document and to prepare and furnish without charge to
each Underwriter and to any dealer in securities as many copies as you may
from time to time reasonably request of an amended Prospectus or a
supplement to the Prospectus which will correct such statement or omission
or effect such compliance, and in case any Underwriter is required to
deliver a prospectus in connection with sales of any of the Shares at any
time nine months or more after the time of issue of the Prospectus, upon
your request but at the expense of such Underwriter, to prepare and deliver
to such Underwriter as many copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to the Company's securityholders as
soon as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earnings statement of the Company and its Subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the
rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158);

(e) During the period beginning from the date hereof and continuing
to and including the date __ days after the date of the First Time of
Delivery, not to offer, sell, contract to sell or otherwise dispose of,
except as provided hereunder, any securities of the Company that are
substantially similar to the Shares, including but not limited to any
securities that are convertible into or exchangeable for, or that represent
the right to receive, Stock or any such substantially similar securities
(other than (i) pursuant to the Company's benefit plans existing on, or
upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement or (ii) by the exercise of
the Company's Preferred Stock Purchase Rights), without your prior written
consent;

(f) During a period of three years after the effective date of the
Registration Statement, to furnish to the Company's stockholders as soon as
practicable after the end of each fiscal year an annual report (including a
balance sheet and statements of income, stockholders' equity and cash flows
of the Company and its consolidated Subsidiaries certified by independent
public accountants) and, as soon as practicable after the end of each of
the first three quarters of each fiscal year (beginning with the first
fiscal quarter ending after the effective date of the Registration
Statement), consolidated summary financial information of the Company and
its consolidated Subsidiaries for such quarter in reasonable detail;

(g) During a period of three years after the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to the Company's stockholders
generally, and to deliver to you (i) as soon as they are available, copies
of any reports and financial statements furnished to or filed with the
Commission or any national securities exchange on which any class of
securities of the Company is listed; and (ii) such additional publicly-
disclosed information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its Subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);

(h) To use the net proceeds received by the Company from the sale of
the Shares

11
<PAGE>

pursuant to this Agreement in the manner specified in the Prospectus under
the caption "Use of Proceeds"; and

(i) To use its best efforts to list, subject to notice of issuance,
the Shares on the Exchange; and

(j) If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance
with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this
Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or
give irrevocable instructions for the payment of such fee pursuant to Rule
111(b) under the Act.

6. The Company and each of the Selling Stockholders covenant and agree
with one another and with the several Underwriters that (a) the Company will pay
or cause to be paid the following: (i) the fees, disbursements and expenses of
the Company's counsel and accountants in connection with the registration of the
Shares under the Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary Prospectus
and the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing and producing any Agreement Among Underwriters or this Agreement in
connection with the offering, purchase, sale and delivery of the Shares; (iii)
the cost of copying or distributing the Blue Sky Memorandum and any other
documents such as underwriters' questionnaires and powers of attorney in
connection with the offering, purchase, sale and delivery of the Shares; (iv)
all expenses in connection with the qualification of the Shares for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the fees and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky survey, such fees and
expenses not to exceed $18,000 in the aggregate; (v) all fees and expenses in
connection with listing the Shares on the Exchange; (vi) the filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, securing any required review by the NASD of the terms of the
sale of the Shares; (vii) the cost of preparing stock certificates; (viii) the
cost and charges of any transfer agent or registrar; and (ix) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section; and (b) such Selling
Stockholder will pay or cause to be paid all costs and expenses incident to the
performance of such Selling Stockholder's obligations hereunder which are not
otherwise specifically provided for in this Section, including (i) any fees and
expenses of counsel for such Selling Stockholder, (ii) such Selling
Stockholder's pro rata share of the fees and expenses of the Attorneys-in-Fact
and the Custodian, (iii) all expenses and taxes incident to the sale and
delivery of the Shares to be sold by such Selling Stockholder to the
Underwriters hereunder and (iv) the filing fees payable for registration with
the Commission of the offer and sale of the Shares under the Act with respect to
the Shares being sold by such Selling Stockholder. In connection with clause (b)
(iii) of the preceding sentence, Goldman, Sachs & Co. agrees to pay New York
State stock transfer tax, and the Selling Stockholder agrees to reimburse
Goldman, Sachs & Co. for associated carrying costs if such tax payment is not
rebated on the day of payment and for any portion of such tax payment not
rebated. It is understood, however, that the Company shall bear, and the Selling
Stockholders shall not be required to pay or to reimburse the Company for, the
cost of any other matters not directly relating to the sale and purchase of the
Shares pursuant to this Agreement, and that, except as provided in this Section,
and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees and disbursements of their counsel, stock
transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any

12
<PAGE>

offers they may make.

7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and of the Selling Stockholders herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company and the Selling
Stockholders shall have performed all of its and their obligations hereunder
theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such filing
by the rules and regulations under the Act and in accordance with Section
5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 P.M.,
Washington, D.C. time, on the date of this Agreement; no stop order
suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to your reasonable satisfaction;

(b) Kirkland & Ellis, counsel for the Underwriters, shall have
furnished to you such opinion or opinions, dated such Time of Delivery,
with respect to the incorporation of the Company, the validity of the
Shares being delivered at such Time of Delivery, the Registration
Statement, the Prospectus, and other related matters as you may reasonably
request, and such counsel shall have received such papers and information
as they may reasonably request to enable them to pass upon such matters;

(c) Sidley & Austin, counsel for the Company, shall have furnished to
you their written opinion, dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:

(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with corporate power and authority to own its properties
and conduct its business as described in the Prospectus;

(ii) The Company has an authorized capitalization as set forth
in the Prospectus under the caption "Description of Capital Stock,"
and all of the issued shares of capital stock of the Company have been
duly and validly authorized and issued and are fully paid and non-
assessable (except to the extent that such shares are assessable as
provided in Section 180.0622 of the Wisconsin Business Corporation Law
as interpreted by the courts of the State of Wisconsin); the Shares
being delivered at such Time of Delivery, when certificates therefor
have been duly executed, countersigned and registered and delivered to
and paid for by the Underwriters in accordance with the terms of this
Agreement, will constitute shares of Stock of the Company which have
been duly authorized and validly issued and are fully paid and non-
assessable; and the Shares conform in all material respects to the
description of the Stock contained in the Prospectus under the caption
of "Description of Capital Stock";

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<PAGE>

(iii) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of Illinois, Indiana, Minnesota, New Jersey, Ohio and
Wisconsin;

(iv) To such counsel's knowledge and other than as set forth in
the Prospectus, there are no legal or governmental proceedings pending
to which the Company or any of its Subsidiaries is a party or of which
any property of the Company or any of its Subsidiaries is the subject
which, individually or in the aggregate, are reasonably likely,
currently or prospectively, to have a Material Adverse Effect; and, to
such counsel's knowledge, no such proceedings are being overtly
threatened by governmental authorities or by others;

(v) This Agreement has been duly authorized, executed and
delivered by the Company;

(vi) The issue and sale of the Shares being delivered at such
Time of Delivery to be sold by the Company and the compliance by the
Company with all of the provisions of this Agreement applicable to the
Company and the consummation of the transactions herein contemplated
will not result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or
instrument known to such counsel to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, which, in any such
case, is reasonably likely, currently or prospectively, to have a
Material Adverse Effect, nor will such action result in any violation
of the provisions of the Amended and Restated Certificate of
Incorporation or By-laws of the Company or any statute or any order,
rule or regulation known to such counsel of any court or governmental
agency or body having jurisdiction over the Company or any of its
Subsidiaries or any of their properties;

(vii) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the issue and sale of the Shares being delivered at such
Time of Delivery or the consummation by the Company of the
transactions contemplated by this Agreement, except the registration
under the Act of the Shares, and such consents, approvals,
authorizations, registrations or qualifications as may be required by
the Exchange, the NASD or under state securities or Blue Sky laws in
connection with the purchase and distribution of the Shares by the
Underwriters;

(viii) The statements set forth in the Prospectus under the
caption "Description of Capital Stock", constitute an accurate summary
of the terms of the Stock in all material respects, and the statements
set forth in the Prospectus under the caption "Underwriting"
accurately describe the provisions of the laws and documents referred
to therein in all material respects;

(ix) The Company is not an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in
the Investment Company Act;

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<PAGE>

(x) The documents incorporated by reference in the Prospectus or
any further amendment or supplement thereto made by the Company prior
to such Time of Delivery (other than the financial statements,
financial data and related schedules included therein, as to which
such counsel need express no opinion), when they became effective or
were filed with the Commission, as the case may be, complied as to
form in all material respects with the requirements of the Exchange
Act and the rules and regulations of the Commission thereunder; and

(xi) The Registration Statement and the Prospectus and any
further amendments and supplements thereto made by the Company prior
to such Time of Delivery (other than the financial statements,
financial data and schedules included therein, as to which such
counsel need express no belief) comply as to form in all material
respects with the requirements of the Act and the rules and
regulations thereunder; although they do not assume any responsibility
for the accuracy, completeness or fairness of the statements contained
in the Registration Statement or the Prospectus, except for those
referred to in the opinion in subsection (viii) of this Section 7(c),
and relying as to certain facts relevant to determining materiality
upon the statements and representations of officers and
representatives of the Company, nothing has come to their attention
which causes them to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the
Company prior to such Time of Delivery (other than the financial
statements, financial data and schedules included therein, as to which
such counsel need express no belief) contained an untrue statement of
a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further
amendment or supplement thereto made by the Company prior to such Time
of Delivery (other than the financial statements, financial data and
schedules included therein, as to which such counsel need express no
belief) included an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading
or that, as of such Time of Delivery, either the Registration
Statement or the Prospectus or any further amendment or supplement
thereto made by the Company prior to such Time of Delivery (other than
the financial statements, financial data and schedules included
therein, as to which such counsel need express no belief) includes an
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and they do
not know of any amendment to the Registration Statement required to be
filed or of any contracts or other documents of a character required
to be filed as an exhibit to the Registration Statement or required to
be incorporated by reference into the Prospectus or required to be
described in the Registration Statement or the Prospectus which are
not filed or incorporated by reference or described as required;

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<PAGE>

(d) The respective counsel for each of the Selling Stockholders, as
indicated in Schedule II hereto, each shall have furnished to you their
written opinion with respect to each of the Selling Stockholders for whom
they are acting as counsel, dated the First Time of Delivery, in form and
substance satisfactory to you, to the effect that:

(i) A Custody Agreement and Power of Attorney has been duly
executed and delivered by such Selling Stockholder and constitutes a
valid and binding agreement of such Selling Stockholder enforceable in
accordance with its terms except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws affecting the
enforcement of creditors' rights generally and by the effect of
general principles of equity, regardless of whether enforceability is
considered in a proceeding in equity or at law;

(ii) This Agreement has been duly executed and delivered by or
on behalf of such Selling Stockholder; and the sale of the Shares to
be sold by such Selling Stockholder hereunder and the compliance by
such Selling Stockholder with all of the provisions of this Agreement,
such Selling Stockholder's Custody Agreement and Power of Attorney and
the consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach or violation of any terms
or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument known to such counsel to which such Selling Stockholder
is a party or by which such Selling Stockholder is bound or to which
any of the property or assets of such Selling Stockholder is subject,
nor will such action result in any violation of the provisions of the
trust agreement of such Selling Stockholder if such Selling
Stockholder is a trust, the charter or by-laws (or other governing
document) of such Selling Stockholder if such Selling Stockholder is a
corporation or any order, rule or regulation known to such counsel of
any court or governmental agency or body having jurisdiction over such
Selling Stockholder or the property of such Selling Stockholder;

(iii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation of the
transactions contemplated by this Agreement in connection with the
Shares to be sold by such Selling Stockholder hereunder, except such
as have been obtained under the Act and such as may be required under
state securities or Blue Sky laws in connection with the purchase and
distribution of such Shares by the Underwriters and the clearance of
such distribution with the NASD;

(iv) Immediately prior to the First Time of Delivery, such
Selling Stockholder had full right, power and authority to sell,
assign, transfer and deliver the Shares to be sold by such Selling
Stockholder hereunder; and

(v) Good and valid title to such Shares, free and clear of all
liens, encumbrances, equities or claims, has been transferred to each
of the several Underwriters who have purchased such Shares in good
faith and without notice of any such lien, encumbrance, equity or
claim or any other adverse claim within the meaning of the Uniform
Commercial Code.

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<PAGE>

(e) On the date of the Prospectus simultaneous with the execution
of this Agreement, on the effective date of any post-effective amendment to
the Registration Statement filed subsequent to the date of this Agreement
and also at each Time of Delivery, Price Waterhouse L.L.P. shall have
furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect
set forth in Annex I hereto;

(f)(i) Neither the Company nor any of its Subsidiaries shall have
sustained since the date of the latest audited financial statements
included in the Prospectus any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order
or decree, and (ii) since the respective dates as of which information is
given in the Prospectus there shall not have been any change in the capital
stock of the Company (other than issuances of capital stock upon exercise
of options and stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in each case which
were outstanding on the date of the latest balance sheet included or
incorporated by reference in the Prospectus) or increase in long-term debt
of the Company and its consolidated Subsidiaries taken as a whole (other
than (i) increases after such dates in such long-term debt resulting solely
from the translation to United States dollars of long-term debt denominated
in a currency other than the United States dollar (which increases do not
have a Material Adverse Effect), (ii) increases of up to $25 million after
such dates in such long-term debt resulting solely from the
reclassification of debt of the Company and its consolidated Subsidiaries
that is classified as current debt as of such dates to long-term debt and
(iii) other increases in such long-term debt of up to $5 million) or any
change, or any development that is reasonably likely, currently or
prospectively, have a Material Adverse Effect, which is not set forth or
contemplated in the Prospectus and the effect of which, in any such case
described in Clause (i) or (ii), is in the judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to
proceed with the public offering or the delivery of the Shares being
delivered at such Time of Delivery on the terms and in the manner
contemplated in the Prospectus;

(g) On or after the date hereof there shall not have occurred any
of the following: (i) a suspension or material limitation in trading in
securities generally on the Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the Exchange; (iii) a
general moratorium on commercial banking activities declared by either
Federal or New York or Illinois State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by
the United States of a national emergency or war, if the effect of any such
event specified in this Clause (iv) in the judgment of the Representatives
makes it impracticable or inadvisable to proceed with the public offering
or the delivery of the Shares being delivered at such Time of Delivery on
the terms and in the manner contemplated in the Prospectus;

(h) The Shares at such Time of Delivery shall have been duly
listed, subject to notice of issuance, on the Exchange;

(i) The Company has obtained and delivered to the Underwriters
executed copies of an agreement from members of the Current Harris Group
(as defined in the Prospectus) (other than Selling Stockholders) owning
(together with those members of the Current Harris Group that are Selling
Stockholders) no less than 98% of the shares of Stock owned by the Current
Harris Group in the aggregate, substantially to the effect set forth in
Subsection 1(b)(iv) hereof (provided that the

17
<PAGE>

time period covered by such agreement shall be from the date hereof to and
including the date 120 days after the date of the First Time of Delivery)
in form and substance satisfactory to you; and

(j) The Company and the Selling Stockholders shall have furnished
or caused to be furnished to you at such Time of Delivery certificates of
an officer of the Company and of the Selling Stockholders, respectively,
satisfactory to you as to the accuracy of the representations and
warranties of the Company and the Selling Stockholders, respectively,
herein at and as of such Time of Delivery, as to the performance by the
Company and the Selling Stockholders of all of their respective obligations
hereunder to be performed at or prior to such Time of Delivery, and as to
such other matters as you may reasonably request, and the Company shall
have furnished or caused to be furnished certificates as to the matters set
forth in subsections (a) and (f) of this Section.

8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein.

(b) Each Selling Stockholder will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, the Registration Statement or
the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Selling
Stockholder expressly for use therein; and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the liability of any Selling
Stockholder pursuant to this subsection (b) shall not exceed the product of the
number of Shares sold by such Selling Stockholder and the initial public
offering price of the Shares as set forth in the Prospectus.

(c) Each Underwriter will indemnify and hold harmless the Company and each
Selling Stockholder against any losses, claims, damages or liabilities to which
the Company or such Selling

18
<PAGE>

Stockholder may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, the Registration Statement or
the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through Goldman, Sachs & Co. expressly for use therein; and will reimburse the
Company and each Selling Stockholder for any legal or other expenses reasonably
incurred by the Company or such Selling Stockholder in connection with
investigating or defending any such action or claim as such expenses are
incurred.

(d) Promptly after receipt by an indemnified party under subsection (a),
(b) or (c) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party. No indemnified party shall, without the
written consent of the indemnifying party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnifying party is an actual or
potential party to such action or claim).

(e) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a),
(b) or (c) above in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
under subsection (a), (b) or (c) above, as the case may be, shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a), (b) or (c) above, as the case may be, in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Selling Stockholders in question on the one

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<PAGE>

hand and the Underwriters on the other from the offering of the Shares. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (d) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Selling Stockholders in question on
the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Stockholders in question on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company and the Selling
Stockholders in question bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Selling Stockholders in
question on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company, each of the Selling
Stockholders and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (e) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (e). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (e) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (e),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (e) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(f) The respective obligations of the Company and the Selling Stockholders
under this Section 8 shall be in addition to any liability which the Company or
such Selling Stockholder may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company or any Selling Stockholder within the meaning of
the Act.

9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company and the Selling Stockholders shall be entitled to
a further period of thirty-six hours within which to procure

20
<PAGE>

another party or other parties satisfactory to you to purchase such Shares on
such terms. In the event that, within the respective prescribed periods, you
notify the Company and the Selling Stockholders that you have so arranged for
the purchase of such Shares, or the Company and the Selling Stockholders notify
you that they have so arranged for the purchase of such Shares, you or the
Company and the Selling Stockholders shall have the right to postpone such Time
of Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or
the Prospectus, or in any other documents or arrangements, and the Company
agrees to file promptly any amendments to the Registration Statement or the
Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed one-eleventh of
the aggregate number of all the Shares to be purchased at such Time of Delivery,
then the Company and the Selling Stockholders shall have the right to require
each non-defaulting Underwriter to purchase the number of Shares which such
Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the number of Shares which such Underwriter agreed to purchase
hereunder) of the Shares of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company and
the Selling Stockholders as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased exceeds one-eleventh of the
aggregate number of all of the Shares to be purchased at such Time of Delivery,
or if the Company and the Selling Stockholders shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to
purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations of the
Underwriters to purchase and of the Company to sell the Optional Shares) shall
thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company or the Selling Stockholders, except for the expenses
to be borne by the Company and the Selling Stockholders and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

10. (a) The respective indemnities, agreements, representations,
warranties and other statements of the Company, the Selling Stockholders and the
several Underwriters, as set forth in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company, or any of the Selling Stockholders, or any
officer or director or controlling person of the Company, or any controlling
person of any Selling Stockholder, and shall survive delivery of and payment for
the Shares.

(b) The Company, the Underwriters and the Selling Stockholders hereby
agree that, for any purpose whatsoever, including without limitation Sections
1(b)(vi) and 8(b) of this Agreement, the only

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<PAGE>

written information furnished to the Company by any Selling Stockholder
expressly for use in the Registration Statement, any Preliminary Prospectus or
the Prospectus or any amendment or supplement thereto is the information
relating to such Selling Stockholder under the heading "Principal and Selling
Stockholders" in the Prospectus.

11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Company (with respect to the Optional Shares only) and the Selling Stockholders
(with respect to the Firm Shares only) as provided herein, the Company and each
of the Selling Stockholders pro rata (based on the number of Shares to be sold
by the Company and such Selling Stockholder hereunder) will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Company and the Selling Stockholders shall then
be under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives; and in all dealings with any Selling Stockholder hereunder, you
and the Company shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of such Selling Stockholder made or given by any
or all of the Attorneys-in-Fact for such Selling Stockholder.

Prior to the filing of any Registration Statement or the Prospectus or any
amendment or supplement thereto, the Company shall deliver or cause to be
delivered to the Selling Stockholders and their respective counsel drafts of the
documents to be filed. The information in such documents as it relates to, or as
it includes information that relates to, any Selling Stockholder shall be deemed
information furnished in writing to the Company by such Selling Stockholder
expressly for use therein if such Selling Stockholder shall approve it or if
such Selling Stockholder shall not have objected in writing to such information
within 10 days after receiving such documents.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; if to any Selling Stockholder shall be delivered or sent by mail,
telex or facsimile transmission to counsel for such Selling Stockholder at its
address set forth in Schedule II hereto; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Secretary, with a
copy to Thomas A. Cole, Sidley & Austin, One First National Plaza, Chicago,
Illinois 60603; provided, however, that any notice to an Underwriter pursuant to
Section 8(d) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire or telex constituting such Questionnaire, which address will be
supplied to the Company or the Selling Stockholders by you on request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters,

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<PAGE>

the Company and the Selling Stockholders and, to the extent provided in Sections
8 and 10 hereof, the officers and directors of the Company and each person who
controls the Company, any Selling Stockholder or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Shares from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. Each Selling Stockholder irrevocably submits
to the non-exclusive in personam jurisdiction of any state or federal court
sitting in the Borough of Manhattan, The City of New York, over any suit, action
or proceeding arising out of or relating to this Agreement. To the fullest
extent it may effectively do so under applicable law, each Selling Stockholder
irrevocably waives and agrees not to assert, by way of motion, as a defense or
otherwise, any claim that it is not subject to the in personam jurisdiction of
such court, any objection that it may now or thereafter have to the laying of
venue of any such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. Each of the Selling Stockholders agrees,
to the fullest extent it may do so under applicable law, that a final judgment
in any such suit, action or proceeding brought in any such court shall be
conclusive and binding upon such party subject to rights of appeal, and may be
enforced in the courts of the United States or any state thereof by suit upon
such judgment. Each of the Selling Stockholders hereby agrees that service of
all writs, process and summonses in any such suit, action or proceeding may be
made upon the Process Agent set forth with respect to such Selling Stockholder
on Schedule II, and each of the Selling Stockholders hereby irrevocably appoints
such Process Agent his or her true and lawful attorney-in-fact in his or her
name, place and stead to accept such service of any and all such writs, process
and summonses, and agrees that the failure of such Process Agent to give any
notice of any such service of process to such Selling Stockholder shall not
impair or affect the validity of such service or of any judgment based thereon.

16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Underwriters, the Company
and each of the Selling Stockholders. It is understood that your acceptance of
this letter on behalf of each of the Underwriters is pursuant to the authority
set forth in a form of Agreement Among Underwriters, the form of which shall be
submitted to the Company and the Selling Stockholders for examination, upon
request, but without warranty on your part as to the authority of the signers
thereof.

23
<PAGE>

Any person executing and delivering this Agreement as Attorney-in-Fact for
a Selling Stockholder represents by so doing that he has been duly appointed as
Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and
binding Custody Agreement and Power of Attorney which authorizes such Attorney-
in-Fact to take such action.

Very truly yours,

AptarGroup, Inc.

By:
_______________________

Name: Stephen J. Hagge
Title: Executive Vice President and
Chief Financial Officer,
Secretary and Treasurer

By:
_______________________

Name:
Title:
As Attorney-in-Fact acting on behalf of each
of the above named Selling Stockholders

Accepted as of the date hereof at Chicago, Illinois
Goldman, Sachs & Co.
William Blair & Company, L.L.C.
Lehman Brothers Inc.

By: _________________________
(Goldman, Sachs & Co.)

24
<PAGE>

SCHEDULE I

Total Number Number of Optional
of Firm Shares Shares to be
to be Sold Purchased if
---------- Maximum Option
Underwriter Exercised
- ----------- ---------

<PAGE>

SCHEDULE II
Total
Number of
Selling Stockholder Firm Shares
- ------------------- to be Sold
----------

<PAGE>

[LETTERHEAD OF SIDLEY & AUSTIN]

Exhibit 5
---------

June 8, 1998

AptarGroup, Inc.
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014

Re: 1,911,264 Shares of Common Stock,
$.01 par value
---------------------------------

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by AptarGroup, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
1,911,264 shares of Common Stock, $.01 par value (the "Shares"), of the Company,
together with 1,911,264 Preferred Stock Purchase Rights (the "Rights")
associated therewith. The terms of the Rights are set forth in the Rights
Agreement dated as of April 6, 1993 (the "Rights Agreement") between the Company
and Chase Mellon Shareholder Service, L.L.C., as Rights Agent.

We are familiar with the proceedings to date with respect to the
proposed offering and sale of the Shares and the Rights and have examined such
records, documents and questions of law, and satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion.

Based on the foregoing, we are of the opinion that:

1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.

2. The 249,295 Shares to be sold by the Company (the "Company
Shares") will be legally issued, fully paid and non-assessable when (i) the
Registration Statement, as finally amended, shall have become effective under
the Securities Act; (ii) the Company's Board of Directors or a duly authorized
committee thereof shall have duly adopted final resolutions authorizing the
issuance and sale of the Company Shares as contemplated by the Registration
Statement; and (iii) certificates representing the Company Shares shall have
been duly executed, countersigned and registered and duly delivered to the
purchasers thereof against payment of the agreed consideration therefor.
<PAGE>

AptarGroup, Inc.
June 8, 1998
Page 2

3. The 1,661,969 Shares to be sold by the selling stockholders (the
"Selling Stockholder Shares") are legally issued, fully paid and non-assessable.

4. The Rights associated with the Company Shares will be legally
issued when (i) such Rights have been duly issued in accordance with the terms
of the Rights Agreement and (ii) the Company Shares have been duly issued and
paid for as set forth in paragraph 2.

5. The Rights associated with the Selling Stockholder Shares are
legally issued.

We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares.

This opinion is limited to the General Corporation Law of the State of
Delaware and the laws of the United States of America.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.

Very truly yours,

/s/ Sidley & Austin

<PAGE>

EXHIBIT 23.2
------------

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated February 19, 1998,
relating to the financial statements of AptarGroup, Inc., which appears in such
Prospectus. We also consent to the incorporation by reference of our report on
the Financial Statement Schedule for the three years ended December 31, 1997
listed under item 14(a)(2) of the AptarGroup, Inc. Annual Report on Form 10-K.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ PRICE WATERHOUSE LLP

Chicago, Illinois
June 5, 1998