SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
AptarGroup, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
475 West Terra Cotta Avenue,
[Aptar Group Logo] Suite E
Crystal Lake, Illinois 60014
815-477-0424
April 6, 2001
Dear Stockholder,
It is my pleasure to invite you to attend our annual meeting of
stockholders on Wednesday, May 9, 2001. At the meeting, we will review Aptar's
performance for fiscal year 2000 and our outlook for the future.
A notice of the annual meeting and proxy statement are attached. You will
also find enclosed your proxy voting card. The vote of each stockholder is
important to us. Whether or not you expect to attend the annual meeting, I
urge you to complete and return the enclosed proxy card as soon as possible in
the accompanying postage-paid envelope, or alternatively, vote by telephone or
by the internet.
I look forward to seeing you on May 9th and addressing your questions and
comments.
Sincerely,
/s/ Carl A. Siebel
Carl A. Siebel
President and Chief Executive Officer
475 West Terra Cotta Avenue,
[Aptar Group Logo] Suite E
Crystal Lake, Illinois 60014
815-477-0424
April 6, 2001
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of AptarGroup, Inc. will be held on
Wednesday, May 9, 2001 at 9:00 a.m., at the offices of Sidley & Austin, Bank
One Plaza, 10 South Dearborn Street, 55th Floor, Chicago, Illinois, 60603 to
consider and take action on the following:
1. Election of three directors to terms of office expiring at the annual
meeting in 2004; and
2. Transaction of any other business that is properly raised at the meeting.
Your Board of Directors recommends a vote FOR the election of the three
director nominees.
Stockholders owning our common stock as of the close of business on March
15, 2001 are entitled to vote at the annual meeting. Each stockholder has one
vote per share.
Whether or not you plan to attend the annual meeting, we urge you to vote
your shares by using the toll free telephone number, the internet or by
completing and mailing the enclosed proxy card.
By Order of the Board of Directors,
/s/ Stephen J. Hagge
Stephen J. Hagge
Secretary
i
TABLE OF CONTENTS_______________________________________________________________
Annual Meeting Information
Who is entitled to vote?.................................................. 1
What am I voting on?...................................................... 1
How does the Board of Directors recommend I vote on the proposal?......... 1
How do I vote?............................................................ 2
What is a quorum?......................................................... 2
How are shares in a 401(k) plan voted?.................................... 2
How are shares held in a broker account voted?............................ 3
How many votes are required to elect each director?....................... 3
Who will count the votes?................................................. 3
How much does this proxy cost?............................................ 3
Proposal -- Election of Directors .......................................... 4
Nominees for Election..................................................... 4
Directors Whose Present Terms Continue.................................... 5
Board Committees and Meeting Attendance................................... 6
Board Compensation........................................................ 7
Security Ownership of Certain Beneficial Owners and Management.............. 9
Compensation Committee Report on Executive Compensation..................... 11
Executive Compensation...................................................... 13
Summary Compensation Table................................................ 13
Option Grants............................................................. 14
Aggregated Option Exercises and Option Values at Year-End................. 15
Employment Agreements..................................................... 15
Pension Plan.............................................................. 17
Performance Graph........................................................... 18
Certain Transactions........................................................ 19
Section 16(a) Beneficial Ownership Reporting Compliance..................... 19
Audit Committee Report...................................................... 19
Annual Report............................................................... 20
Stockholder Proposals....................................................... 20
Other Matters............................................................... 20
Appendix A.................................................................. A-1
ii
[LOGO] AptarGroup
475 West Terra Cotta Ave, Suite E
Crystal Lake, Illinois 60014
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PROXY STATEMENT
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ANNUAL MEETING INFORMATION _____________________________________________________
This proxy statement contains information related to the annual meeting of
stockholders of AptarGroup, Inc. to be held on Wednesday, May 9, 2001,
beginning at 9:00 a.m., at the offices of Sidley & Austin, One First National
Plaza, 55th Floor Conference Room, Chicago, Illinois, and at any postponements
or adjournments of the meeting. The proxy statement was prepared under the
direction of AptarGroup's Board of Directors to solicit your proxy for use at
the annual meeting. It will be mailed to stockholders on or about April 6,
2001.
Who is entitled to vote? _______________________________________________________
Stockholders owning our common stock at the close of business on March 15,
2001 are entitled to vote at the annual meeting, or any postponement or
adjournment of the meeting. Each stockholder has one vote per share on all
matters to be voted on at the meeting. On March 15, 2001, there were 35,705,893
shares of common stock outstanding.
What am I voting on? ___________________________________________________________
You are asked to vote on the election of three nominees to serve on our
Board of Directors. The Board of Directors knows of no other business that will
be presented at the meeting. If other matters properly come before the annual
meeting, the persons named as proxies will vote on them in accordance with
their best judgment.
How does the Board of Directors recommend I vote on the proposal? ______________
The Board recommends a vote FOR the election of the three director nominees.
Unless you give other instructions when voting your proxy, the persons named as
proxies will vote in accordance with the recommendation of the Board.
1
How do I vote? ________________________________________________________________
You can vote your proxy in any of the following ways:
. By Mail: Sign, date and complete the enclosed proxy card and return it
in the prepaid envelope.
. By Telephone: You can vote by touch tone telephone by following the
instructions on your proxy card.
. By Internet: You can vote by internet by following the instructions on
your proxy card.
When voting to elect directors, you have three options:
. Vote for all three nominees
. Vote for only some of the nominees
. Withhold authority to vote for all or some nominees
If you return your proxy with no votes marked, your shares will be voted as
follows:
. FOR the election of all three nominees for director
You can revoke your proxy at any time before it is exercised by one of the
following methods:
. Writing to AptarGroup's Corporate Secretary
. Submitting another signed proxy card with a later date
. Voting in person at the annual meeting
. Entering a new vote by telephone or the internet
What is a quorum? _____________________________________________________________
A "quorum" is the presence at the meeting, in person or by proxy, of the
holders of a majority of the outstanding shares of AptarGroup's common stock
on March 15, 2001. There must be a quorum for the meeting to be held. Proxies
received but marked as abstentions and broker non-votes will be included in
the calculation of the number of shares considered to be present at the
meeting.
How are shares in a 401(k) plan voted? ________________________________________
If you hold shares of AptarGroup through your 401(k) plan, you will be
instructing the trustee how to vote your shares by completing and returning
your proxy card, voting by phone or by the internet. If you do not return your
proxy card, or if you return it with unclear voting instructions, or if you do
not vote by phone or the internet, the trustee will vote the shares in your
401(k) account in the same proportion as the 401(k) shares for which voting
instructions are received.
2
How are shares held in a broker account voted? _________________________________
If you own shares through a broker, you should be contacted by your broker
regarding a proxy card and whether telephone or internet voting options are
available. If you do not instruct your broker on how to vote your shares, your
broker, as the registered holder of your shares, may represent your shares at
the annual meeting for purposes of determining a quorum, and may vote your
shares on some or all proposals. Any unvoted shares, called "broker non-votes",
will not affect the outcome of the matter put to a vote.
How many votes are required to elect each director? ____________________________
The three persons receiving the greatest number of votes will be elected to
serve as directors. As a result, withholding authority to vote for a director
nominee and non-votes with respect to the election of directors will not affect
the outcome of the election.
Who will count the votes? ______________________________________________________
Our transfer agent Mellon Investor Services, L.L.C. will count the votes.
How much does this proxy cost? _________________________________________________
We have engaged Mellon Investor Services, L.L.C. to solicit proxies for our
annual meeting for a fee of $4,500. We also reimburse banks, brokerage firms
and other institutions, nominees, custodians and fiduciaries for their
reasonable expenses for sending proxy materials to beneficial owners and
obtaining their voting instructions. Certain directors, officers and employees
of AptarGroup and its subsidiaries may solicit proxies personally or by
telephone or facsimile without additional compensation.
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Following is the proposal to be voted on at this year's annual
meeting.
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3
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PROPOSAL -- ELECTION OF DIRECTORS
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The Board of Directors is comprised of nine members divided into three
classes, with one class of directors elected each year for a three-year term.
The terms of Robert L. Barrows, Alfred J. Pilz and Carl A. Siebel expire at the
2001 annual meeting. In order to devote more time to personal interests,
Messrs. Barrows and Pilz are not standing for re-election. Their guidance and
counsel have been appreciated and will be missed.
If any of the director nominees is unable or fails to stand for election,
the persons named in the proxy presently intend to vote for a substitute
nominee nominated by the Nominating Committee of the Board of Directors. The
following sets forth information as to each nominee for election at this
meeting and each director continuing in office.
NOMINEES FOR ELECTION AT THIS MEETING TO TERMS EXPIRING IN 2004 ________________
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
Alain Chevassus -- 56 Mr. Chevassus has been President of COSFIBEL
(flexible plastic packaging) since 2000. From
1977 to 1999, Mr. Chevassus was President and
Chief Executive Officer of Techpack
International (a cosmetic packaging division of
Pechiney S.A.).
Stephen J. Hagge -- 49 Mr. Hagge has been Executive Vice President,
Chief Financial Officer and Secretary of
AptarGroup since 1993. From 1993 to 2000, Mr.
Hagge was also Treasurer of AptarGroup.
Carl A. Siebel 1993 66 Mr. Siebel has been President and Chief
Executive Officer of AptarGroup since 1995. From
1993 through 1995, he was President and Chief
Operating Officer of AptarGroup.
The Board of Directors recommends a vote FOR each of the nominees for
Director.
4
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2002 ______________________________
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
King W. Harris 1993 57 Mr. Harris has been Chairman of the Board since
1996. Since 2000, Mr. Harris has been Chairman of
Harris Holdings, Inc. (investments). From 1987 to
2000, Mr. Harris was President and Chief Executive
Officer of Pittway Corporation (now the Security and
Fire Solutions Group of Honeywell International,
Inc. ("Honeywell")). Mr. Harris is Vice-Chairman and
a director of Penton Media, Inc. (a business-to-
business trade show operator and media company).
Peter H. Pfeiffer 1993 52 Mr. Pfeiffer has been Vice Chairman of the Board
since 1993.
Dr. Joanne C. Smith 1999 40 Dr. Smith has served as Senior Vice President and
Chief Operating Officer of the Corporate Partnership
Division of the Rehabilitation Institute of Chicago
since 1997. She has been a physician at the
Rehabilitation Institute since 1992 and served as
its Director of Business Development from 1994 to
1997.
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2003 ______________________________
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
Ralph Gruska 1993 69 Mr. 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 1993 63 Mr. Guthart has been Chairman of the Security and
Fire Solutions Group of Honeywell, and Managing
Member of the General Partners of Topspin Partners
L.P. (venture capital investing) since 2000. For
more than five years prior to 2000, Mr. Guthart was
Chairman and Chief Executive Officer of Ademco
Security Group (now part of Honeywell). Mr. Guthart
is a director of the Acorn Investment Trust (an
investment trustee) and Symbol Technologies, Inc.
(bar code scanners and wireless equipment), and
Chairman of the Board and a director of Cylink
Corporation (a data encryption and wireless product
manufacturer).
Prof. Dr. Robert 2000 61 For more than the past five years, Prof. Dr. Hacker
W. Hacker has served as the Chief of Cardiac Surgery at Herz-
und Gefaessklinik (Heart and Vessel Clinic), Bad
Neustadt, Germany.
Alfred J. Pilz and Peter H. Pfeiffer are brothers-in-law.
5
BOARD COMMITTEES AND MEETING ATTENDANCE ________________________________________
The Board met 7 times in 2000. No director attended fewer than 75% of the
aggregate number of meetings of the Board of Directors and the committees on
which each director served.
The Board of Directors has four active committees: the Executive, Audit,
Compensation and Nominating Committees. Committees report their actions to the
full Board at its next regular meeting. An affirmative vote of at least 70% of
the Board is required to change the size, membership or powers of these
committees, to fill vacancies in them, or to dissolve them. A description of
the duties of each committee follows the table below.
COMMITTEE MEMBERSHIP AND MEETINGS HELD
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Name Executive Audit Compensation Nominating
----------------------------------------------------------------------------
R. L. Barrows X
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R. Gruska X X
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L. A. Guthart X* X*
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R. W. Hacker
----------------------------------------------------------------------------
K. W. Harris X* X
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P. H. Pfeiffer X X
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A. J. Pilz
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C. A. Siebel X
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J. C. Smith X
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Number of Meetings in Fiscal 2000 4 4 3 2
X* Chairperson
Executive Committee ____________________________________________________________
. May exercise certain powers of the Board, when the Board is not in
session, in the management of the business and affairs of AptarGroup.
Audit Committee ________________________________________________________________
. Provides oversight regarding accounting, auditing and financial
reporting practices of AptarGroup.
. Considers annually the qualifications of our independent auditors and
the scope of their audit and makes recommendations to the Board as to
their appointment.
. Retains other responsibilities as outlined in the Audit Committee
Charter that is included as Appendix A to this Proxy Statement.
6
Compensation Committee _________________________________________________________
. Establishes executive compensation policies and programs.
. Recommends to the Board base salaries and target bonus levels for
officers of the company.
. Approves awards and grants to be made in accordance with long-term
compensation plans.
Nominating Committee ___________________________________________________________
. Reviews the qualifications of persons eligible to stand for election as
directors and makes recommendations to the Board on this matter.
. Considers as nominees for director, qualified persons recommended by
directors, management and stockholders.
BOARD COMPENSATION _____________________________________________________________
Employees of AptarGroup do not receive any additional compensation for
serving as members of the Board or any of its committees. Compensation of non-
employee directors consists of the following:
. an annual retainer of $10,000, payable $2,500 per quarter
. a fee of $5,000 for each Board meeting attended in person and $1,000 for
any teleconference Board meeting
. a fee of $1,000 for each committee meeting attended in person (other
than a committee meeting held on the same day as a Board meeting) and
$250 for each phone meeting of a committee
. an annual retainer of $2,000 for the Chairperson of the Audit Committee
. an annual fee of $100,000 is paid to the Chairman of the Board, who is
not an executive of AptarGroup, in lieu of the annual retainer and any
meeting fees
Each director is reimbursed for out-of-pocket expenses incurred in attending
Board and committee meetings.
Pursuant to the 1996 Director Stock Option Plan, on May 19, 1997 each non-
employee director was granted a nonqualified option to purchase 8,000 shares of
Common Stock at a purchase price of $20.875 per share. These options became
exercisable as to 2,000 shares on November 19, 1997 and an additional 2,000
shares became exercisable on each anniversary of the date of the annual meeting
of stockholders. On May 18, 1998, Mr. Barrows was granted a nonqualified option
to purchase 6,000 shares of Common Stock at a purchase price of $32.375. This
option became exercisable as to 2,000 shares on November 18, 1998 and an
additional 2,000 shares became exercisable on each anniversary of the date of
the annual meeting of stockholders. On May 14, 1999, Dr. Smith was granted a
nonqualified option to purchase 4,000 shares of Common Stock at a purchase
price of $29.50. This option became exercisable as to 2,000 shares on November
14, 1999 and an additional 2,000 shares became exercisable on the anniversary
of the date of the annual meeting of stockholders. On May 15, 2000, Prof. Dr.
Hacker was granted a nonqualified option to purchase 2,000 shares of Common
Stock
7
at a purchase price of $27.38. This option became exercisable on November 15,
2000. A non-employee director is only eligible for one grant under this Plan.
Pursuant to the 2000 Director Stock Option Plan, which succeeds the 1996
Director Stock Option Plan, on the third trading date following the date of the
2001 annual meeting, each non-employee director will be granted a non-qualified
option to purchase 8,000 shares of Common Stock at a purchase price equal to
the fair market value of the Common Stock on the date of grant. Each option
will become exercisable as to 2,000 shares on the date which is six months
after the date of grant and an additional 2,000 shares will become exercisable
on the earlier of each anniversary of the date of grant or date of the annual
meeting of stockholders. Under the 2000 Director Stock Option Plan, a non-
employee director is only eligible for one grant under the Plan.
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information with respect to the beneficial
ownership of Common Stock, as of March 15, 2001, by (a) the persons known by
AptarGroup to be the beneficial owners of more than 5% of the outstanding
shares of Common Stock, (b) each director or director nominee of AptarGroup,
(c) each of the executive officers of AptarGroup named in the Summary
Compensation Table below, and (d) all directors, director nominees and
executive officers of AptarGroup as a group. Except where otherwise indicated,
the mailing address of each of the stockholders named in the table is: c/o
AptarGroup, Inc., 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois
60014.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Shares Owned Options
-------------------- Exercisable
Number of Percentage Within 60 Days of
Name Shares(1) (2) March 15, 2001
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Neuberger & Berman LLC(3) 3,414,334 9.6 --
605 Third Ave., New York, NY 10158
-------------------------------------------------------------------------------
State Farm Mutual Automobile
Insurance Co.(4) 2,521,568 7.1 --
One State Farm Plaza, Bloomington, IL
61710
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Robert L. Barrows 80,822 * 6,000
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Alain Chevassus 5,250 * --
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Ralph Gruska 10,000 * 8,000
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Leo A. Guthart(5) 92,074 * 10,000
-------------------------------------------------------------------------------
Prof. Dr. Robert W. Hacker -- -- --
-------------------------------------------------------------------------------
Stephen J. Hagge(6) 124,341 * 109,753
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King W. Harris(7) 808,020 2.3 16,000
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Emil D. Meshberg 135,646 * 19,000
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Peter H. Pfeiffer 738,072 2.1 206,954
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Alfred J. Pilz(8) 436,000 1.2 2,000
-------------------------------------------------------------------------------
Eric S. Ruskoski 99,569 * 77,667
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Carl A. Siebel(9) 403,681 1.1 332,725
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Dr. Joanne C. Smith(10) 4,870 * 4,000
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All Directors, Director Nominees and
Executive Officers as a Group (22
persons)(11) 3,380,053 9.2 1,200,031
* Less than one percent.
(1) Except as otherwise indicated below, beneficial ownership means the
sole power to vote and dispose of shares. Number of shares includes
options exercisable within 60 days of March 15, 2001.
(2) Based on 35,705,893 shares of Common Stock outstanding as of March 15,
2001 plus respective options exercisable within 60 days of that date.
9
(3) 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 Securities and
Exchange Commission (the "Commission") pursuant to Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"). Such
statement discloses that Neuberger & Berman has the sole power to vote
1,343,234 shares, shares power to vote 2,060,800 shares and shares
power to dispose of 3,414,334 shares.
(4) 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 2,516,132 shares and shares power to vote and dispose of
5,436 shares.
(5) Mr. Guthart shares the power to vote and dispose of 37,878 shares.
(6) Mr. Hagge shares the power to vote and dispose of 4,194 shares.
(7) Mr. Harris shares the power to vote and dispose of 566,714 shares.
(8) Mr. Pilz shares the power to vote 420,000 shares.
(9) Mr. Siebel shares the power to vote and dispose of 68,114 shares.
(10) Dr. Smith shares the power to vote and dispose of 700 shares.
(11) Includes 1,097,600 shares as to which voting power is shared other
than with directors and executive officers of AptarGroup.
10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION ________________________
Compensation Policy ____________________________________________________________
The compensation policy is designed to support AptarGroup's overall
objective of increasing stockholder value by:
. Attracting, motivating and retaining key executives who are critical to
the long-term success of AptarGroup.
. Awarding short-term incentives based upon respective unit performance
and overall Company performance.
. Aligning executive and stockholder interests through a stock-based long-
term incentive program which will reward executives for increased
stockholder value.
The Compensation Committee's general policy is to qualify long-term
incentive compensation of U.S. based executive officers for deductibility under
Section 162(m) of the Internal Revenue Code. The total compensation program
consists of three components:
Base Salary ____________________________________________________________________
The salary ranges of executive officers are established in relation to
competitive market data provided by outside executive compensation consultants
and review of proxy statements of similar publicly-held companies in the
packaging industry. Comparisons are made to positions with similar job
responsibilities, positions in companies of comparable sales volume, and
positions in similar companies in the same industry as AptarGroup. Four of the
companies used in establishing salary ranges are included in the Value Line
Packaging and Container Industry Group used in the performance graph below.
Generally, salaries are established at approximately the 50th to 75th
percentile of an executive's salary range. Salary ranges and salaries are
reviewed annually. Generally, management performance and accomplishment of
goals and objectives are weighted most important in determining base salary
increases.
Short-term Incentives __________________________________________________________
Executives are eligible for annual bonuses based upon:
. Profit growth
. Return on capital
. Achievement of other goals and objectives
. General management performance
Generally, profit growth and return on capital are weighted most important
in determining annual cash bonuses. For 2000, no set bonus formula was used for
Messrs. Siebel, Pfeiffer and Hagge.
Long-term Incentives ___________________________________________________________
Executives are eligible for awards of stock options and other awards under
AptarGroup's Stock Awards Plans. The awards to executives are made to provide
an incentive for future performance to
11
increase stockholder value. The members of the Compensation Committee
administer this Plan. In 2000, the total amount of options granted was
approximately 1.5% of the total stock outstanding. As reflected in the table of
option grants, stock options were granted on January 26, 2000 to all of the
named executive officers. Awards were determined in relation to the
individual's position and responsibility. The exercise price of the options
equaled the market price of AptarGroup's Common Stock on the date of the
grants.
Chief Executive Officer Compensation ___________________________________________
Mr. Siebel's salary was increased approximately 9% to $600,000 on January 1,
2000, as compensation for Mr. Siebel's performance. The Committee set the CEO's
compensation slightly above the 50th percentile of the comparable salary range.
His 2000 bonus of $353,600, including $81,600 of restricted stock, was
established based upon AptarGroup's performance in 2000 compared to 1999.
During 2000, Mr. Siebel was awarded an option to purchase 56,000 shares of
Common Stock.
COMPENSATION COMMITTEE
Leo Guthart, Chairman
Robert Barrows
Ralph Gruska
12
EXECUTIVE COMPENSATION _________________________________________________________
Summary Compensation Table _____________________________________________________
The following table sets forth compensation information for the President
and Chief Executive Officer and AptarGroup's four other most highly compensated
executive officers serving at the end of 2000 (the "named executive officers").
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------
Annual Long Term Compensation
Compensation Awards
----------------- ------------------------
Securities
Name and Underlying
Principal Cash Restricted Options/ All Other
Position Year Salary Bonus Stock(1) SARs Compensation
-------------------------------------------------------------------------------
Carl A. Siebel 2000 $600,000 $272,000 $ 81,600(2) 56,000 $ --
President and 1999 550,000 162,500 195,000 60,000 1,389
Chief
Executive 1998 500,000 300,000 -- 60,000 2,537
Officer
-------------------------------------------------------------------------------
Peter H. 2000 400,000 255,000 -- 44,000 --
Pfeiffer
Vice Chairman 1999 365,000 240,000 -- 47,000 --
of
the Board 1998 325,000 225,000 -- 47,000 --
-------------------------------------------------------------------------------
Stephen J. 2000 300,000 180,000 60,000(2) 20,000 9,344(3)
Hagge
Executive 1999 275,000 165,000 60,000 21,000 8,891
Vice
President, 1998 250,000 200,000 -- 21,000 8,891
Chief
Financial
Officer
and Secretary
-------------------------------------------------------------------------------
Emil D. 2000 312,000 93,600 -- 17,000 16,225(4)
Meshberg
Vice 1999 258,750 75,000 90,000 20,000 11,500
President,
Chief 1998 -- -- -- -- --
Executive
Officer of
EMSAR,
Inc.
-------------------------------------------------------------------------------
Eric S. 2000 265,000 44,900 35,160(2) 17,000 8,567(5)
Ruskoski
President of 1999 250,000 57,500 48,000 18,000 8,239
Seaquist
Closures 1998 240,000 117,600 -- 18,000 8,239
L.L.C.
(1) The number and value of restricted shares held by the named executives as
of December 31, 2000, respectively, are as follows:
Carl A. Siebel--8,525 / $250,422
Stephen J. Hagge--2,623 / $77,051
Emil Meshberg--3,934 / $115,561
Eric S. Ruskoski--2,098 / $61,629
13
The restricted shares were valued using the closing share price on the New
York Stock Exchange of $29.375 on December 29, 2000. All of the shares of
restricted stock vest ratably over three years from the date of grant and
dividends are paid on vested shares only.
(2) Restricted stock values are based upon the issuance of 2,785 shares,
2,048 shares and 1,200 shares to Messrs. Siebel, Hagge and Ruskoski,
respectively, and the closing share price on the New York Stock Exchange
of $29.30 on February 16, 2001. These shares of restricted stock were
issued at the election of the named executive in lieu of a portion of
their 2000 annual bonus. All of the shares of restricted stock vest
ratably over three years from the date of grant and dividends are paid on
vested shares only.
(3) Consists of $5,100 for Company matching contributions to the AptarGroup,
Inc. Profit Sharing and Savings Plan, $3,207 for Company-provided
supplemental disability insurance and $1,037 for Company-provided term
life insurance.
(4) Consists of $4,625 for Company matching contributions to the AptarGroup,
Inc. Profit Sharing and Savings Plan, $11,284 for Company-provided split
dollar term life insurance and $316 for Company-provided term life
insurance.
(5) Consists of $5,100 for Company matching contributions to the AptarGroup,
Inc. Profit Sharing and Savings Plan, $3,151 for Company-provided
supplemental disability insurance and $316 for Company-provided term life
insurance.
Option Grants __________________________________________________________________
The following table shows all grants in 2000 of stock options to the named
executive officers. The exercise price of all such options was the fair market
value on the date of grant. No SARs were granted in 2000.
Individual Grants (1) (2)
------------------------------------------------------------------
Potential Realizable
Value as Assumed
Annual Rates of
Securities % of Total Stock Price
Underlying Options Appreciation for
Options Granted to Per Share Option Term
Granted Employees Exercise or Expiration ---------------------
Name (#) in 2000 Base Price Date 5% 10%
---------------------------------------------------------------------------------------
Carl A. Siebel 56,000 10.5 $22.75 1/26/10 $ 801,192 $ 2,030,448
Peter H. Pfeiffer 44,000 8.2 22.75 1/26/10 629,508 1,595,352
Stephen J. Hagge 20,000 3.7 22.75 1/26/10 286,140 725,160
Emil D. Meshberg 17,000 3.2 22.75 1/26/10 243,219 616,386
Eric S. Ruskoski 17,000 3.2 22.75 1/26/10 243,219 616,386
(1) All options become exercisable in equal one-third annual increments
beginning one year from the grant date.
(2) All options listed in the table expire ten years after their date of
grant. Based on 36,146,910 shares of Common Stock outstanding on January
26, 2000, the closing price per share of Common Stock of $22.75 on
January 26, 2000 and a ten-year period, the potential realizable
14
value to all stockholders at 5% and 10% assumed annual rates of stock
appreciation would be approximately $517,154,000 and $1,310,615,000,
respectively.
Aggregated Option Exercises and Option Values at Year-End _____________________
The following table provides information as to options exercised and the
value of options held by the named executive officers at year-end measured in
terms of the closing price of the Common Stock on December 31, 2000.
AptarGroup has not granted any SARs.
Number of Securities Value of Unexercised
Shares Underlying Options In-the-Money Options
Acquired at December 31, 2000(#) at December 31, 2000($)
on Value ----------------------- -----------------------
Exercise Realized Not Not
Name (#) ($) Exercisable Exercisable Exercisable Exercisable
-------------------------------------------------------------------------------------
Carl A. Siebel -- -- 274,058 116,000 $3,691,703 $547,875
Peter H.
Pfeiffer -- -- 160,954 91,000 1,802,289 430,053
Stephen J. Hagge -- -- 99,086 41,000 1,336,501 194,406
Emil D. Meshberg -- -- 6,667 30,333 24,585 161,790
Eric R. Ruskoski -- -- 60,000 35,000 625,875 165,688
Employment Agreements _________________________________________________________
Mr. Siebel's employment agreement provides for employment through December
31, 2001 at a minimum salary of $600,000 and provides for a payment of three
months' salary to his survivors in the event of his death while employed. The
agreement provides for an automatic extension for a period of one year, unless
it is terminated by AptarGroup or Mr. Siebel by written notice seven months
before the end of the then current contract period. A separate pension
agreement provides Mr. Siebel with an annual pension compensation, subject to
cost of living adjustments, of 60% of his 2000 salary for life, and in the
event of his death, provides his surviving widow with annual payments of 60%
of his then pension for life. Mr. Siebel began receiving benefits from this
pension in February 2000, and pension benefits for the year 2000, which are
denominated in Deutsche Marks, are equivalent to approximately $314,000.
Benefits are not subject to reduction for Social Security benefits or other
offset items.
Mr. Pfeiffer's employment agreement provides for employment through April
21, 2003 at a minimum salary of $400,000 and provides for a payment of three
months' salary to his survivors in the event of his death while employed. The
agreement provides for an automatic extension for a period of five years,
unless it is terminated by AptarGroup or Mr. Pfeiffer by written notice one
year before the end of the then current contract period; however, the
agreement automatically terminates on June 28, 2013. A separate pension
agreement provides Mr. Pfeiffer with an annual pension compensation, subject
to cost of living adjustments, of up to 60% of his final year's salary for
life, and in the event of his death, provides his surviving widow with annual
payments of 60% of his then pension for life and may provide any surviving
child with annual payments of up to 30% of his then pension to as late as age
27. Pension benefits would normally commence at age 60, but reduced
15
benefits are available after age 55 subject to a minimum annual payment of
approximately $127,000. Estimated annual pension benefits upon retirement at
age 60 (assuming the current salary remains constant) are equivalent to
$240,000. Benefits are not subject to reduction for Social Security or other
offset items.
Mr. Hagge's employment agreement provides for employment through February 1,
2004 at a minimum annual salary of $300,000 and provides, in the event of
disability, payment for a period of two years from termination due to
disability of one-half of the amount Mr. Hagge would have received and, in the
event of death, payment to his estate for a period of two years from the
anniversary of his death of one-half of the amount he would have received. Mr.
Hagge is also entitled to additional term life insurance coverage and
supplemental long-term disability coverage. The agreement provides for an
automatic extension as of each February 1 for one additional year unless either
AptarGroup or Mr. Hagge terminates the automatic extension provision by written
notice at least 30 days prior to the automatic extension date; provided,
however, that in no event shall the term extend beyond October 28, 2016. Mr.
Hagge's employment agreement provides that if he is terminated without cause,
Mr. Hagge will continue to receive his salary until the end of the employment
period then in effect. In the event of a change in control of AptarGroup, Mr.
Hagge may not be terminated unless he receives written notice of such
termination at least six months prior to the date of termination. If Mr. Hagge
is terminated within two years following a change in control or if he
terminates his employment for good reason within such two-year period, Mr.
Hagge will continue to receive his salary for 18 months following the date of
termination.
Mr. Meshberg's employment agreement provides for employment through February
17, 2002 at a minimum annual salary of $312,000. Mr. Meshberg is also entitled
to additional split-dollar life insurance coverage. Mr. Meshberg's employment
agreement provides that if he is terminated without cause or if he terminates
for good reason (which includes, among other things, a change in control of
AptarGroup), Mr. Meshberg will continue to receive his salary until the later
to occur of February 17, 2002 and 24 months following the date of termination
of employment. Under such circumstances, any portion of Mr. Meshberg's option
to purchase 20,000 shares of Common Stock granted under the employment
agreement that has not vested as of the date of termination will become fully
exercisable, and he is also entitled to receive any accrued salary and bonus
through the date of termination, as well as certain other benefits.
Mr. Ruskoski's employment agreement provides for employment through February
1, 2004 at a minimum annual salary of $265,000 and provides, in the event of
disability, payment for a period of two years from termination due to
disability of one-half of the amount Mr. Ruskoski would have received and, in
the event of death, payment to his estate for a period of two years from the
anniversary of his death of one-half of the amount he would have received. Mr.
Ruskoski is also entitled to additional term life insurance coverage and
supplemental long-term disability coverage. The agreement provides for an
automatic extension as of each February 1 for one additional year unless either
AptarGroup or Mr. Ruskoski terminates the automatic extension provision by
written notice at least 30 days prior to the automatic extension date;
provided, however, that in no event shall the term extend beyond September 12,
2012. Mr. Ruskoski's employment agreement provides that if he is terminated
without cause, Mr. Ruskoski will continue to receive his salary until the end
of the employment period then in effect. In the event of a change in control of
AptarGroup, Mr. Ruskoski
16
may not be terminated unless he receives written notice of such termination at
least six months prior to the date of termination. If Mr. Ruskoski is
terminated within two years following a change in control or if he terminates
his employment for good reason within such two-year period, Mr. Ruskoski will
continue to receive his salary for 18 months following the date of termination.
Pension Plan ___________________________________________________________________
Substantially all U.S. employees of AptarGroup and its subsidiaries are
eligible to participate in the Pension Plan. Employees are eligible to
participate after six months of credited service and become fully vested after
five years of credited service. The annual benefit payable to an employee under
the Pension Plan upon retirement computed as a straight life annuity equals the
sum of the separate amounts the employee accrues for each of his years of
credited service under the Plan. Such separate amounts are determined as
follows: for each year of credited service through 1988, 1.2% of such year's
compensation up to the Social Security wage base for such year and 1.8% (2% for
years after 1986) of such year's compensation above such wage base, plus
certain increases put into effect prior to 1987; for each year after 1988
through the year in which the employee reaches 35 years of service, 1.2% of
such year's "Covered Compensation" and 1.85% of such year's compensation above
such "Covered Compensation"; and for each year thereafter, 1.2% of such year's
compensation. The employee's compensation under the Pension Plan for any year
includes all salary, commissions and overtime pay and, beginning in 1989,
bonuses, subject to such year's limit applicable to tax-qualified retirement
plans. The employee's "Covered Compensation" under the Pension Plan for any
year is generally the average of the Social Security wage base for each of the
35 years preceding the employee's Social Security retirement age, assuming that
such year's Social Security wage base will not change in the future. Normal
retirement under the Pension Plan is age 65 and reduced benefits are available
as early as age 55. Benefits are not subject to reduction for Social Security
benefits or other offset items.
Officers of AptarGroup and its subsidiaries participating in the Pension
Plan are also eligible for AptarGroup's non-qualified supplemental retirement
plan ("SERP"). The benefits payable under the SERP will generally be in the
form of a single sum and will be computed as a single life annuity equal to the
sum of the separate amounts the participant accrues for each year of credited
service. Such separate amounts are determined as follows: for each year of
credited service through the year in which the participant reaches 35 years of
service, 1.85% of the participant's "Supplemental Earnings"; and for each year
after 35 years of credited service, 1.2% of such year's "Supplemental
Earnings." "Supplemental Earnings" is generally the difference between (i) the
participant's earnings calculated as if the limitation of Section 401(a)(17) of
the Internal Revenue Code were not in effect and (ii) the participant's
recognized earnings under the Pension Plan. Participants who terminate service
prior to being eligible for retirement (i.e., age 65 or age 55 with 10 years of
credited service) will forfeit all accrued benefits under the SERP. The SERP
provides for the vesting of all accrued benefits in the event of a change of
control.
Estimated annual benefits payable under the Pension Plan and the SERP upon
retirement at normal retirement age for Messrs. Hagge, Meshberg and Ruskoski
are approximately $197,000, $86,000 and $130,000, respectively. Messrs. Siebel
and Pfeiffer are not eligible to receive benefits under the Pension Plan but,
as described above, Messrs. Siebel and Pfeiffer are entitled to certain pension
benefits pursuant to their respective employment agreements.
17
PERFORMANCE GRAPH ______________________________________________________________
The following graph shows a five year comparison of the cumulative total
stockholder return on AptarGroup's Common Stock as compared to the cumulative
total return of two other indexes: the Value Line Packaging & Container
Industry Group ("Peer Group") and the Standard & Poor's 500 Composite Stock
Price Index. These comparisons assume an initial investment of $100 and the
reinvestment of dividends.
[GRAPH APPEARS HERE]
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------------------------------------------------------------------
AptarGroup 100 95 151 153 138 163
-------------------------------------------------------------------
Peer Group 100 129 159 138 127 81
-------------------------------------------------------------------
S&P 500 100 123 164 211 255 232
18
CERTAIN TRANSACTIONS ___________________________________________________________
On February 17, 1999, AptarGroup acquired the capital stock of privately
held Emson Research Inc. and related companies ("Emsar", formerly known as
Emson), for a purchase price of approximately $122.8 million in cash and
approximately $4 million in Common Stock. Emil Meshberg, who prior to the Emsar
acquisition was chief executive officer of Emsar, entered into an employment
agreement with AptarGroup and became an executive officer of AptarGroup
immediately following the Emsar acquisition.
Under the terms of the agreement governing the Emsar acquisition, AptarGroup
may from time to time receive certain indemnification payments. The aggregate
amount received in 2000 was approximately $655,000.
As a result of the Emsar acquisition, AptarGroup leases real estate from,
purchases materials from and sells products to entities related to Mr. Meshberg
or certain members of his family. In 2000, the transactions between AptarGroup
and these entities amounted to lease payments of approximately $625,000,
purchases of approximately $20,000 and sales of approximately $308,000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ________________________
Based on AptarGroup records and other information, AptarGroup believes that
all SEC filing requirements applicable to its Executive Officers and Directors
were complied with for 2000.
AUDIT COMMITTEE REPORT _________________________________________________________
The Audit Committee of the Company's Board of Directors is composed of three
independent, non-employee directors and operates under a written charter
adopted by the Board. A copy of this charter is included as Appendix A to this
Proxy Statement.
Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and issuing
a report thereon. The Committee's responsibility is to assist the Board in
fulfilling its responsibility for overseeing the quality and integrity of the
accounting, auditing and financial reporting practices of the Company.
The Committee has reviewed and discussed the consolidated financial
statements with management and the independent accountants. Management has
represented to the Committee that the consolidated financial statements were
prepared in accordance with generally accepted accounting principles. Also, the
Committee has discussed with the independent accountants the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees), as amended.
In addition, the Committee discussed with the independent accountants the
accountants' independence from the Company and its management, and the
independent accountants provided the Committee the written disclosures and
letter required by the Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). In considering the
independence of the
19
Company's independent accountants, the Committee took into consideration the
amount and nature of the fees paid to the independent accountants for non-audit
services as described under "Other Matters" in this Proxy Statement.
Based on the review and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000, for filing with the
Securities and Exchange Commission.
AUDIT COMMITTEE
Leo Guthart, Chairman
Ralph Gruska
Dr. Joanne Smith
ANNUAL REPORT __________________________________________________________________
AptarGroup's annual report for the year ended December 31, 2000 is being
distributed with this proxy statement. Stockholders are referred to the report
for financial and other information about the company, but such report is not
incorporated in this proxy statement and is not deemed a part of the proxy
soliciting material.
STOCKHOLDER PROPOSALS __________________________________________________________
In order to be considered for inclusion in AptarGroup's proxy materials for
the 2002 Annual Meeting of Stockholders, any stockholder proposal must be
received at AptarGroup's principal executive offices at 475 West Terra Cotta
Avenue, Suite E, Crystal Lake, Illinois 60014 by December 7, 2001. In addition,
AptarGroup's Bylaws establish an advance notice procedure for stockholder
proposals to be brought before any meeting of stockholders, including proposed
nominations of persons for election to the Board. Stockholders at the 2001
annual meeting may consider stockholder proposals or nominations brought by a
stockholder of record on March 15, 2001, who is entitled to vote at the annual
meeting and who has given AptarGroup's Secretary timely written notice, in
proper form, of the stockholder's proposal or nomination. A stockholder
proposal or nomination intended to be brought before the 2001 annual meeting
must have been received by the Secretary on or after February 9, 2001 and on or
prior to March 11, 2001. The 2002 annual meeting is expected to be held on May
8, 2002. A stockholder proposal or nomination intended to be brought before the
2002 annual meeting must be received by the Secretary on or after February 8,
2002 and on or prior to March 10, 2002.
OTHER MATTERS __________________________________________________________________
PricewaterhouseCoopers LLP, who served as independent accountants for the
year ended December 31, 2000, has been selected by the Board, upon the
recommendation of the Audit Committee, to audit the consolidated financial
statements of AptarGroup for the year ending December 31, 2001. It is expected
that a representative of PricewaterhouseCoopers LLP will attend
20
the annual meeting, with the opportunity to make a statement if he should so
desire, and will be available to respond to appropriate questions.
The following fees were billed by PricewaterhouseCoopers LLP, AptarGroup's
independent accountants, for services rendered in 2000:
. Audit Fees $498,000
. All Other Fees:
Tax Planning and Consulting Fees 285,000
Other Fees 193,000
--------
Total Fees $976,000
========
Audit Fees primarily represent amounts paid for the audit of AptarGroup's
annual financial statements, reviews of SEC Forms 10-Q and 10-K and statutory
audit requirements at certain non-U.S. locations.
Tax Planning and Consulting Fees represent assistance in the preparation of
AptarGroup's U.S. tax return, domestic and international income tax planning
assistance, expatriate and executive tax work and tax work related to foreign
entity statutory audits.
Other Fees include amounts paid for non-financial systems management
consulting, financial due diligence assistance, and audits of benefit plans.
PricewaterhouseCoopers LLP did not bill AptarGroup for fees related to
financial information systems design or implementation in 2000.
By Order of the Board of Directors,
/s/ Stephen J. Hagge
Stephen J. Hagge
Secretary
Crystal Lake, Illinois
April 6, 2001
21
APPENDIX A
Audit Committee Charter
Mission Statement
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors in fulfilling its oversight responsibilities with
respect to financial reports and other financial information. The Committee
will review the financial reporting process, the system of internal control,
the audit process and the Company's process for monitoring compliance with laws
and regulations and with the Company's compliance policy ("Code of Conduct").
In performing its duties, the Committee will maintain effective working
relationships with the Board of Directors, management and the external
auditors. To effectively perform his or her role, each committee member will
obtain an understanding of the Company's business operation and risks, as well
as an understanding of the detailed responsibilities of committee membership.
Membership
The Committee will be comprised of at least three members, each of which
shall meet the independence and experience requirements of the New York Stock
Exchange. The Board of Directors shall appoint the members of the Committee.
The Committee will meet with representatives of the independent auditors of the
corporation and management, prior to the commencement of the annual audit, for
purposes of reviewing the scope of such audit and meet again with said
representatives subsequent to the completion of the audit for purposes of
reviewing the results thereof. In addition, the Committee shall also either
meet in person or telephonically with representatives of the external auditors
of the corporation and management prior to the announcement of its
quarterly/annual earnings.
Roles and Responsibilities
The Committee shall:
. Require that the external auditors keep the Committee informed about
fraud, illegal acts, and deficiencies in internal control and
certain other matters.
. Ask management about the Company's major financial risk exposures
and the steps management has taken to monitor and control such
exposures.
. Review the annual financial statements including MD&A and other
sections of the annual report before its release and determine
whether they are consistent with the information known to committee
members.
. Meet with management and, with the external auditors, either
telephonically or in person, to review the interim financial
statements and the results of their review. This may be done by the
committee chairperson or by the entire committee.
. Review the findings of any examinations by the regulatory agencies
such as the Securities and Exchange Commission.
A-1
. Require that the Code of Conduct is formalized in writing and
periodically obtain updates from management regarding compliance
with the Code of Conduct.
. Review the external auditor's proposed audit scope and approach.
. Recommend to the Board of Directors the employment of the external
auditor.
. Approve the fees to be paid to the external auditor.
. Request from the external auditor annually, a formal written
statement delineating all relationships between the auditor and the
Company.
. Discuss with the external auditors any such disclosed relationships
and their impact on the external auditor's independence.
. Recommend that the Board of Directors take appropriate action in
response to the external auditor's report to satisfy itself of the
auditor's independence.
. Meet with the external auditors and management in separate regularly
scheduled executive sessions.
. Review with the Company's legal counsel as deemed necessary any
legal matters that could have a significant impact on the Company's
financial statements.
. If necessary, institute special investigations and, if appropriate,
hire special counsel or experts to assist and perform such other
duties, as the Board of Directors shall from time to time assign to
it.
. Review and reassess the adequacy of this charter annually and
recommend any proposed changes to the Board before its approval.
. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy
statement.
Reporting Responsibilities
. Regularly update the Board of Directors about committee activities
and make appropriate recommendations.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the external auditor. Nor is it the duty of
the Committee to conduct investigations, to resolve disagreements, if any,
between management and the external auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.
Approved by Board of Directors of AptarGroup, Inc.
April 19, 2000
A-2
COMMON
STOCK
PROXY
AptarGroup, Inc.
475 West Terra Cotta Ave., Suite E
Crystal Lake, IL 60014
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Ralph A. Poltermann and Matthew J. DellaMaria or either of them (each with full
power of substitution), are hereby authorized to vote all the shares of Common
Stock which the undersigned would be entitled to vote if personally present at
the annual meeting of stockholders of AptarGroup, Inc. to be held on May 9,
2001, and at any adjournment thereof as specified on reverse side.
(continued on reverse side)
. FOLD AND DETACH HERE .
You can now access your AptarGroup, Inc. account online.
Access your AptarGroup, Inc. stockholder account online via Investor
ServiceDirect/SM/ (ISD).
Mellon Investor Services LLC, as transfer agent for AptarGroup, Inc., now makes
it easy and convenient to get current information on your shareholder account.
After a simple and secure process of establishing a Personal Identification
Number (PIN), you are ready to log in and access your account to:
. View account status . View payment history for dividends
. View certificate history . Make address changes
. View book-entry information . Obtain a duplicate 1099 tax form
. Establish/change your PIN
Visit us on the web at http://mellon-investor.com
and follow the instructions shown on this page.
Step 1: FIRST TIME USERS - Establish a PIN
You must first establish a Personal Identification Number (PIN) online by
following the directions provided in the upper right portion of the web screen
as follows. You will also need your Social Security Number (SSN) available to
establish a PIN.
Investor ServiceDirect/SM/ is currently only available for domestic individual
and joint accounts.
. SSN
. PIN
. Then click on the Establish Pin button
Please be sure to remember your PIN, or maintain it in a secure place for future
reference.
--------------------------------------------------------------------------------
Step 2: Log in for Account Access
You are now ready to log in. To access your account please enter your:
. SSN
. PIN
. Then click on the Submit button
If you have more than one account, you will now be asked to select the
appropriate account.
--------------------------------------------------------------------------------
Step 3: Account Status Screen
You are now ready to access your account information. Click on the appropriate
button to view or initiate transactions.
. Certificate History
. Book-Entry Information
. Issue Certificate
. Payment History
. Address Change
. Duplicate 1099
For Technical Assistance Call 1-877-978-7778 between
9am-7pm Monday-Friday Eastern Time
The shares represented by this proxy will be voted as herein directed, but if no
direction is given, the shares will be voted FOR proposal 1. This proxy revokes
any proxy heretofore given.
Please mark your [X]
votes as indicated
in this example
1. ELECTION OF DIRECTORS
FOR all nominees listed at WITHHOLD
right (except as marked to AUTHORITY
the contrary) to vote for all nominees
listed at right
[_] [_]
01 Carl A. Siebel, 02 Stephen J. Hagge, and 03 Alain Chevassus
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
--------------------------------------------------------------------------------
2. IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT
BEFORE THE MEETING.
Please disregard if you have previously provided
your consent decision.
[_]
By checking the box to the right, I consent to
future delivery of annual reports, proxy
statements, prospectuses and other materials and
shareholder communications electronically via the
Internet at a webpage which will be disclosed to
me. I understand that the Company may no longer
distribute printed materials to me from any future
shareholder meeting until such consent is revoked.
I understand that I may revoke my consent at any
time by contacting the Company's transfer agent,
Mellon Investor Services LLC, Ridgefield Park, NJ
and that costs normally associated with electronic
delivery, such as usage and telephone charges as
well as any costs I may incur in printing
documents, will be my responsibility.
(Please fill in, sign and date this proxy and mail
it in the envelope provided.)
Signature Signature Date
---------------------------- ------------------------------
IMPORTANT: Please sign exactly as your name(s) appear hereon. Joint owners
should each sign personally. If you sign as agent or any other capacity, please
state the capacity in which you sign.
. FOLD AND DETACH HERE .
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
-------------------------------------------
Internet
http://www.proxyvoting.com/atr
Use the internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
-------------------------------------------
OR
-------------------------------------------
Telephone
1-800-840-1208
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
-------------------------------------------
OR
-------------------------------------------
Mail
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
-------------------------------------------
If you vote your proxy by internet or by telephone,
you do NOT need to mail back your proxy card.
You can view the Annual Report and Proxy Statement on the internet at
www.aptargroup.com
(http://www.aptargroup.com)