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, 2000 and 1999
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
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
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Page
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Report of Independent Accountants 1
Financial statements:
Statements of Net Assets Available for
Benefits, at December 31, 2000 and 1999 2
Statements of Changes in Net Assets Available
for Benefits, for the years ended
December 31, 2000 and 1999 3
Notes to Financial Statements 4-9
Supplemental schedules:
Assets held for investment purposes at
December 31, 2000 and 1999 (Schedule I) 10-13
Consent of Independent Accountants Exhibit 23
Note: Certain supplementary schedules have been omitted because they are not
applicable
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 statements of net assets available for benefits
and the related statements 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, 2000 and 1999, 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 of America. 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 of America, 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 our opinion.
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 25, 2001
1
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS,
AT DECEMBER 31, 2000 AND 1999
-----------------------------
2000 1999
----------- -----------
Assets:
Investments, at market value
Fidelity mutual funds
Money Market Fund $ 7,093,061 $ 7,325,805
Magellan Fund 23,280,124 24,870,474
Growth and Income Fund 12,576,503 12,879,284
Managed Income Fund 1,798,812 1,958,298
Overseas Fund 1,260,308 1,033,146
Fidelity Asset Manager 756,643 809,725
Fidelity Small Cap Selector 121,207 --
AptarGroup Stock Fund 5,860,831 5,214,009
Participant loans 1,662,612 1,354,002
Contributions Receivable:
Participant 385,274 --
Employer 119,877 --
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $54,915,252 $55,444,743
=========== ===========
The accompanying notes are an integral part of these statements.
2
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
----------------------------------------------
2000 1999
----------- -----------
Income from Investments:
Dividends $ 2,959,860 $ 3,474,543
Interest 113,461 121,339
Net (depreciation)/appreciation in market value of assets (4,303,332) 2,735,020
Contributions:
Participant 4,059,795 3,140,511
Employer 1,378,827 1,036,233
Transfer from other plan -- 635,259
----------- -----------
Total additions 4,208,611 11,142,905
----------- -----------
Benefits paid to participants (4,721,424) (2,826,947)
Administrative expenses (16,678) (5,293)
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Total deductions (4,738,102) (2,832,240)
----------- -----------
Net (decrease)/increase in net assets available
for benefits for the period (529,491) 8,310,665
Net assets available for benefits, beginning
of the period 55,444,743 47,134,078
----------- -----------
Net assets available for benefits, end
of the period $54,915,252 $55,444,743
=========== ===========
The accompanying notes are an integral part of these statements.
3
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
--------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
--------------------------------
The AptarGroup, Inc., Profit Sharing and Savings Plan (the "Plan"), established
on April 22, 1993, is a participant-directed defined contribution plan which
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. The Company matched 50% of participant
contributions up to the first 6% for the years ended December 31, 2000 and 1999.
Investment funds available to participants include the Money Market Fund,
Magellan Fund, Managed Income Fund, Growth and Income Fund, Overseas Fund, Asset
Manager, Small Cap Selector Fund 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, Small Cap Selector Fund and AptarGroup Stock Fund.
4
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
--------------------------
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. The amounts
of such forfeitures in each of the years ending December 31, 2000 and 1999 were
immaterial. 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
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Basis of Accounting
-------------------
The financial statements of the Plan have been prepared on the accrual basis of
accounting.
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
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
--------------------------
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 or depreciation consists
of realized and unrealized gains and losses. Realized losses and gains are
calculated as the difference between proceeds from a sales transaction and cost
determined on an average basis. Unrealized losses and gains 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.
Amounts Allocated to Withdrawing Participants
---------------------------------------------
Net assets available for plan benefits include $6,051,853 and 4,653,265 at
December 31, 2000 and 1999, respectively, representing the vested account
balances of participants, who are no longer employed by the Company and who have
not received benefit payments.
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
6
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
--------------------------
respective participant's account. Each participant note carries an interest
rate equal to the prime rate plus one percent (at December 31, 2000 interest
rates on outstanding notes ranged from 8.75% to 10.5%) charged by the Trustee on
the date of the loan, and repayment occurs through payroll withholding over a
period not to exceed 60 months.
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 - RISKS AND UNCERTAINTIES
--------------------------------
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' account balances and the
amounts reported in the statements of net assets available for plan benefits and
the statements of changes in net assets available for plan benefits.
NOTE 6 - 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.
Although it has not expressed any intent to do so, the Company reserves the
right to discontinue Employer contributions or to 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.
7
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
--------------------------
NOTE 7 - INVESTMENTS:
---------------------
The cost and market value of investments at December 31, 2000 and 1999 are as
follows:
Market
2000 Investments Cost Value
------------------------------------- ----------- -----------
Money Market Fund -
Fidelity Money Market Fund,
7,093,061 shares $ 7,093,061 $ 7,093,061
Magellan Fund -
Fidelity Magellan Fund Portfolio,
195,139 shares 18,834,100 23,280,124
AptarGroup Stock Fund -
AptarGroup, Inc. Stock,
199,518 shares 4,148,803 5,860,831
Growth and Income Fund -
Fidelity Growth and Income
Portfolio #027-0254927262,
298,729 shares 10,607,424 12,576,503
Managed Income Fund -
Fidelity Managed Income,
1,798,812 shares 1,798,812 1,798,812
Overseas Fund -
Fidelity Overseas Fund
36,669 shares 1,434,603 1,260,308
Asset Manager Fund -
Fidelity Asset Manager
44,985 shares 813,955 756,643
Small Cap Selector Fund -
Fidelity Small Cap Selector
7,468 shares 127,110 121,207
Participant Loans -
Range of interest rates 8.75-10.5% 0 1,662,612
----------- -----------
$44,857,868 $54,410,101
=========== ===========
8
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
--------------------------
Market
1999 Investments Cost Value
------------------------------------ ----------- -----------
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
=========== ===========
9
Schedule I
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 2000
--------------------
Number of
Party Involved Description Shares
----------------------------------------- ------------ ---------
Fidelity Money Market
Trust Retirement
Government Money Market
Portfolio Mutual Fund 7,093,061
Fidelity Magellan Fund
Portfolio Mutual Fund 195,139
AptarGroup, Inc. Stock* Common Stock 199,518
Fidelity Growth and Income
Portfolio #027-0254927262 Mutual Fund 298,729
Fidelity Managed Income
Fund Mutual Fund 1,798,812
Fidelity Overseas Fund Mutual Fund 36,669
Fidelity Asset Manager Mutual Fund 44,985
Fidelity Small Cap Selector Mutual Fund 7,468
Participant Loans* Loan --
Range of interest rates 8.75% - 10.5%
* Party-in-interest
10
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 2000
--------------------
Market
Party Involved Value
------------------------------------- -----------
Fidelity Money Market Trust
Retirement Government Money
Market Portfolio $ 7,093,061
Fidelity Magellan Fund Portfolio 23,280,124
AptarGroup, Inc. Stock* 5,860,831
Fidelity Growth and Income
Portfolio #027-0254927262 12,576,503
Fidelity Managed Income Fund 1,798,812
Fidelity Overseas Fund 1,260,308
Fidelity Asset Manager 756,643
Fidelity Small Cap Selector 121,207
Participant Loans* 1,662,612
-----------
Range of interest rates 8.75% - 10%
Total Assets Held for Investment $54,410,101
===========
*Party-in-interest
11
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
--------------------
Number of
Party Involved Description Shares
---------------------------- ------------- -----------
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%
* Party-in-interest
12
APTARGROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
-------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
--------------------
Market
Party Involved Value
------------------------------ -----------
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
===========
*Party-in-interest
13
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:
------------------------------
Lawrence Lowrimore
Vice President-Human Resources
June 25, 2001
14
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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23 Consent of Independent Accountants 16
15