<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Fiscal Year Ended December 31, 1999 and 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-11846
A. Full title of the Plan:
APTARGROUP, INC. PROFIT SHARING AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
APTARGROUP, INC.
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
Telephone: (815) 477-0424
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 1
Financial statements:
Statement of Net Assets Available for
Benefits, at December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available
for Benefits, for the years ended
December 31, 1999 and 1998 3
Notes to Financial Statements 4-10
Supplemental schedules:
Assets held for investment purposes at
December 31, 1999 and 1998 (Schedule I) 11-14
Consent of Independent Accountants Exhibit 23
</TABLE>
Note: Certain supplementary schedules have been omitted because they are not
applicable
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and the
Administrative Committee of the
AptarGroup, Inc.
Profit Sharing and Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the AptarGroup, Inc. Profit Sharing and Savings Plan (the "Plan") at December
31, 1999 and 1998, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 23, 2000
1
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS,
AT DECEMBER 31, 1999 AND 1998
-----------------------------
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Assets:
Investments, at market value
Fidelity mutual funds
Money Market Fund $ 7,325,805 $ 6,220,669
Magellan Fund 24,870,474 19,407,493
Growth and Income Fund 12,879,284 11,343,711
Managed Income Fund 1,958,298 2,155,435
Overseas Fund 1,033,146 717,505
Fidelity Asset Manager 809,725 341,549
AptarGroup Stock Fund 5,214,009 5,658,022
Participant loans 1,354,002 1,289,694
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $55,444,743 $47,134,078
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
----------------------------------------------
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Income from Investments:
Dividends $ 3,474,543 $ 2,003,494
Interest 121,339 100,484
Net appreciation in market value of assets 2,735,020 6,077,821
Contributions:
Participant 3,140,511 3,063,697
Employer 1,036,233 985,278
Transfer from other plan 635,259 --
----------- -----------
Total additions 11,142,905 12,230,774
----------- -----------
Benefits paid to participants (2,826,947) (2,659,826)
Administrative expenses (5,293) (4,279)
----------- -----------
Net increase in net assets available
for benefits for the period 8,310,665 9,566,669
Net assets available for benefits, beginning
of the period 47,134,078 37,567,409
----------- -----------
Net assets available for benefits, end
of the period $55,444,743 $47,134,078
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
--------------------------------
The AptarGroup, Inc., Profit Sharing and Savings Plan (the "Plan"), established
on April 22, 1993, covers eligible full-time employees of AptarGroup, Inc. and
certain of its subsidiaries (the "Company" or the "Employer"). The Plan is
administered by a committee appointed by the Company, consisting of Company
employees.
An employee becomes eligible to participate at the beginning of each quarter
after the completion of six months of service. Participation is elective and is
exercised by means of authorizing contributions of salary to the Plan of not
less than 1 percent and not more than 16 percent of earnings (subject to
Internal Revenue Code limitations). Participants' earnings are generally
defined as total compensation for services rendered to the Employer.
Participants may elect to suspend their contributions at any time. Eligible
employees will not share in any Employer contributions for any period in which
they voluntarily suspend their contributions or do not participate in the Plan.
Active participation can be elected again on the next regular enrollment date.
The amount of Employer contributions is determined annually by the Employer.
Such contributions are computed as a matching percentage of each participant's
contribution within specified limits.
Investment funds available that participants may select include the Money Market
Fund, Magellan Fund, Managed Income Fund, Growth and Income Fund, Overseas Fund,
Asset Manager and the AptarGroup Stock Fund. A participant may elect to
transfer certain portions of his or her account in the Plan from one fund to
another up to twelve times per year subject to certain restrictions between the
Money Market Fund and Managed Income Fund.
Fidelity Management Trust Company is the trustee for the AptarGroup, Inc. Profit
Sharing and Savings Plan, which includes separately the Money Market Fund,
Magellan Fund, Growth and Income Fund, Managed Income Fund, Overseas Fund, Asset
Manager Fund and AptarGroup Stock Fund.
4
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------
Each participant is fully vested in his or her contributions at all times.
Vesting of the Employer contribution occurs at the rate of 20 percent per year
on a cumulative basis for each year of service with a participating Employer.
Upon withdrawal from the Plan, the participant will receive the amount of his or
her contributions plus the vested portion of his or her Employer contributions.
When a participant terminates employment for any reason other than retirement
after age 65, death, or disability, the nonvested amounts of the Employer
contributions will be used to reduce contributions of the Employer. Nonvested
amounts for participants who terminate employment for any reason other than
retirement after age 65, death, or disability, will be reinstated if
reemployment by the Employer occurs prior to incurring five consecutive one year
breaks in services as defined by the Plan agreement.
Further information about the Plan and the vesting and benefit provisions is
contained in the Summary Plan Description, which is available from the Plan
Administrator.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Basis of Accounting
-------------------
The financial statements of the Plan have been prepared on the accrual basis of
accounting.
Basis of Presentation
---------------------
Certain previously reported amounts have been reclassified to conform to the
current period presentation.
Valuation of Investments
------------------------
All investments are stated at current market prices in actively traded markets.
Participant loans are valued at cost, which approximates fair market value.
Contributions
-------------
Employer and employee contributions are invested directly in appropriate funds
based upon employee elections made at the date of enrollment or through
authorized changes in elections.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of net assets and changes thereto. Actual amounts
could differ from those estimates.
5
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------
Security Transactions and Investment Income
-------------------------------------------
Purchases and sales of securities, including related gains and losses, are
recorded as of the trade date. Unsettled security investments represent
transactions entered into prior to the end of the accounting period for which
cash settlement is made in a subsequent period.
Interest income is recorded when earned. Dividend income is recorded on the ex-
dividend date.
In accordance with the policy of stating investments at current value, net
appreciation or depreciation is reflected in the Statement of Changes in Net
Assets Available for Benefits. This net appreciation consists of realized and
unrealized gains and losses. Realized gains and losses are calculated as the
difference between proceeds from a sales transaction and cost determined on an
average basis, revalued at each year-end. Unrealized gains and losses are
calculated as the change in the fair value between the beginning of the year (or
purchase date if later) and the end of the year. Net realized gains for the
years ended December 31, 1999 and 1998 were $165,293 and $485,401, respectively.
Benefit Payments
----------------
The plan follows the method of accounting for benefit payment obligations to
terminated employees based upon American Institute of Certified Public
Accountants ("AICPA") guidance for accounting and disclosure by employee benefit
plans. Based on this accounting method, participant distributions payable at
year-end are not presented as a liability in the Statement of Net Assets
Available for Benefits or as benefit payments in the Statement of Changes in Net
Assets Available for Benefits. This treatment results in a difference between
benefit payments in the Plan's Form 5500 and the benefit payments in the
financial statements. The following is a reconciliation of net assets available
for benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1999 1998
---------- ------------
<S> <C> <C>
Net assets available for benefits
per the financial statements $ 55,444,743 $ 47,134,078
Amounts allocated to withdrawing
participants (4,653,265) (2,610,329)
------------- ------------
Net assets available for benefits per the Form 5500 $ 50,791,478 $ 44,523,749
============= ============
</TABLE>
6
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------
The following is a reconciliation of benefits paid to participants per the
financial statements to the form 5500:
Year ended December 31, 1999
Benefits paid to participants per
the financial statements $ 2,826,947
Add: Amounts allocated to withdrawing
participants at December 31, 1999 4,653,265
Less: Amounts allocated to withdrawing
participants at December 31, 1998 (2,610,329)
--------------
Benefits paid to participants per
the Form 5500 $ 4,869,883
=============
Trustee and Administrative Expenses
-----------------------------------
Expenses incurred in the administration of the Plan, except for loan service
fees, which are paid by the participants, are paid by the Company.
NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS
---------------------------------------
Party-in-interest transactions consisted of loans made to participants and
investments in the AptarGroup Stock Fund. These transactions are allowable
party-in-interest transactions under ERISA and the regulations promulgated
thereunder.
The Plan provides that a participant may, for specified reasons, borrow from the
Plan an amount not to exceed the lesser of 50 percent of the participant's
vested account balance or $50,000. Each participant loan is evidenced by a note
and is considered an investment to that participant's respective participant's
account. Each participant note carries an interest rate equal to the prime rate
plus one percent (at December 31, 1999 interest rates on outstanding notes
ranged from 8.75% to 10.0%) charged by the Trustee on the date of the loan, and
repayment occurs through payroll withholding over a period not to exceed 60
months.
7
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------
NOTE 4 - FEDERAL INCOME TAX STATUS
----------------------------------
The Internal Revenue Service has determined, and informed the Company by a
letter dated March 27, 1995 that the Plan and related Trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended since receiving the determination letter. However,
the plan administrator believes that the Plan is currently designed and being
operated in compliance with the requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial statements.
NOTE 5 - AMENDMENT AND TERMINATION OF PLAN
------------------------------------------
The Plan may be amended at any time by the Company. However, no amendment may
adversely affect the current rights of the participants in the Plan with respect
to contributions made prior to the date of the amendment.
Employer contributions may be discontinued and the Company may terminate its
participation in the Plan at any time.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA) applicable to defined contribution plans. Since the Plan
provides for an individual account for each participant and for benefits based
solely on the amount contributed to the participant's account and any income,
expenses, gains and losses attributed thereto, its benefits are not insured by
the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA.
8
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------
NOTE 6 - INVESTMENTS:
---------------------
The cost and market value of investments at December 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
Market
1999 Investments Cost Value
------------------------------------ ----------- -----------
<S> <C> <C>
Money Market Fund
Fidelity Money Market Fund,
7,325,805 shares $ 7,325,805 $ 7,325,805
Magellan Fund
Fidelity Magellan Fund Portfolio,
182,028 shares 16,537,399 24,870,474
AptarGroup Stock Fund
AptarGroup, Inc. Stock,
207,523 shares 4,151,291 5,214,009
Growth and Income Fund
Fidelity Growth and Income
Portfolio #027-0254927262,
273,098 shares 9,172,066 12,879,284
Managed Income Fund
Fidelity Managed Income,
1,958,298 shares 1,958,298 1,958,298
Overseas Fund
Fidelity Overseas Fund
21,519 shares 787,389 1,033,146
Asset Manager Fund
Fidelity Asset Manager
44,055 shares 787,507 809,725
Participant Loans
Range of interest rates 8.75-10% 0 1,354,002
----------- -----------
$40,719,755 $55,444,743
=========== ===========
</TABLE>
9
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------
<TABLE>
<CAPTION>
Market
1998 Investments Cost Value
------------------------------------- ----------- -----------
<S> <C> <C>
Money Market Fund
Fidelity Money Market Fund,
6,220,669 shares $ 6,220,669 $ 6,220,669
Magellan Fund
Fidelity Magellan Fund Portfolio,
160,631 shares 13,090,938 19,407,493
AptarGroup Stock Fund
AptarGroup, Inc. Stock,
201,619 shares 3,717,325 5,658,022
Growth and Income Fund
Fidelity Growth and Income
Portfolio #027-0254927262,
247,463 shares 7,567,928 11,343,711
Managed Income Fund
Fidelity Managed Income,
2,155,435 shares 2,155,435 2,155,435
Overseas Fund
Fidelity Overseas Fund
19,942 shares 669,565 717,505
Asset Manager Fund
Fidelity Asset Manager
19,641 shares 355,683 341,549
Participant Loans
Range of interest rates 8-10% 0 1,289,694
----------- -----------
$33,777,543 $47,134,078
=========== ===========
</TABLE>
NOTE 7 - TRANSFER OF ASSETS:
----------------------------
During 1999, net assets of $635,259 were transferred from the Liquid Molding
Systems, Inc. 401(k) Plan.
10
<PAGE>
Schedule I
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
--------------------
<TABLE>
<CAPTION>
Number of
Party Involved Description Shares
--------------------------------------- ------------ ---------
<S> <C> <C>
Fidelity Money Market
Trust Retirement
Government Money Market
Portfolio Mutual Fund 7,325,805
Fidelity Magellan Fund
Portfolio Mutual Fund 182,028
AptarGroup, Inc. Stock* Common Stock 207,523
Fidelity Growth and Income
Portfolio #027-0254927262 Mutual Fund 273,098
Fidelity Managed Income
Fund Mutual Fund 1,958,298
Fidelity Overseas Fund Mutual Fund 21,519
Fidelity Asset Manager Mutual Fund 44,055
Participant Loans* Loan --
Range of interest rates 8.75% - 10%
</TABLE>
* Party-in-interest
11
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
--------------------
<TABLE>
<CAPTION>
Market
Party Involved Cost Value
--------------------------------------- ----------- -----------
<S> <C> <C>
Fidelity Money Market Trust
Retirement Government Money
Market Portfolio $ -- $ 7,325,805
Fidelity Magellan Fund Portfolio -- 24,870,474
AptarGroup, Inc. Stock* -- 5,214,009
Fidelity Growth and Income
Portfolio #027-0254927262 -- 12,879,284
Fidelity Managed Income Fund -- 1,958,298
Fidelity Overseas Fund -- 1,033,146
Fidelity Asset Manager -- 809,725
Participant Loans* -- 1,354,002
----------- -----------
Range of interest rates 8.75% - 10%
Total Assets Held for Investment $ -- $55,444,743
=========== ===========
</TABLE>
*Party-in-interest
12
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1998
--------------------
<TABLE>
<CAPTION>
Number of
Party Involved Description Shares
------------------------------------ ------------ ---------
<S> <C> <C>
Fidelity Money Market
Trust Retirement
Government Money Market
Portfolio Mutual Fund 6,220,669
Fidelity Magellan Fund
Portfolio Mutual Fund 160,631
AptarGroup, Inc. Stock* Common Stock 201,619
Fidelity Growth and Income
Portfolio #027-0254927262 Mutual Fund 247,463
Fidelity Managed Income
Fund Mutual Fund 2,155,435
Fidelity Overseas Fund Mutual Fund 19,942
Fidelity Asset Manager Mutual Fund 19,641
Participant Loans* Loan --
Range of interest rates 8% - 10%
</TABLE>
* Party-in-interest
13
<PAGE>
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1998
--------------------
<TABLE>
<CAPTION>
Market
Party Involved Cost Value
------------------------------------ ----------- -----------
<S> <C> <C>
Fidelity Money Market Trust
Retirement Government Money
Market Portfolio $ -- $ 6,220,669
Fidelity Magellan Fund Portfolio -- 19,407,493
AptarGroup, Inc. Stock* -- 5,658,022
Fidelity Growth and Income
Portfolio #027-0254927262 -- 11,343,711
Fidelity Managed Income Fund -- 2,155,435
Fidelity Overseas Fund -- 717,505
Fidelity Asset Manager -- 341,549
Participant Loans* -- 1,289,694
----------- -----------
Range of interest rates 8% - 10%
Total Assets Held for Investment $ -- $47,134,078
=========== ===========
</TABLE>
*Party-in-interest
14
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, AptarGroup,
Inc., as plan administrator, has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
AptarGroup, Inc.
By: AptarGroup, Inc., as Plan Administrator
By: /s/ Lawrence Lowrimore
---------------------------
Lawrence Lowrimore
Vice President-Human Resources
June 23, 2000
15
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
----------- ----------- -------------------
23 Consent of Independent Accountants 17
16
