SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
[_] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
AptarGroup, Inc.
(Name of Registrant as Specified In Its Charter)
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO] APTAR*GROUP 475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
815-477-0424
April 8, 2002
Dear Stockholder,
It is my pleasure to invite you to attend our annual meeting of
stockholders on Wednesday, May 8, 2002. At the meeting, we will review Aptar's
performance for fiscal year 2001 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 8/th and addressing your questions and
comments. /
Sincerely,
/s/ Carl A. Siebel
Carl A. Siebel
President and Chief Executive Officer
[LOGO] APTAR*GROUP 475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
815-477-0424
April 8, 2002
NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of AptarGroup, Inc. will be held on
Wednesday, May 8, 2002 at 9:00 a.m., at the offices of Sidley Austin Brown &
Wood, Bank One Plaza, 10 South Dearborn Street, 55/th 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 2005; 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
14, 2002 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......... 8
Compensation Committee Report on Executive Compensation................ 10
Executive Compensation................................................. 12
Summary Compensation Table......................................... 12
Option Grants...................................................... 13
Aggregated Option Exercises and Option Values at Year-End.......... 14
Employment Agreements.............................................. 14
Pension Plan....................................................... 15
Performance Graph...................................................... 17
Certain Transactions................................................... 18
Section 16(a) Beneficial Ownership Reporting Compliance................ 18
Audit Committee Report................................................. 18
Annual Report.......................................................... 19
Stockholder Proposals.................................................. 19
Other Matters.......................................................... 20
ii
[LOGO] APTAR*GROUP
475 West Terra Cotta Ave, Suite E
Crystal Lake, Illinois 60014
--------------------------------------------------------------------------------
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 8, 2002,
beginning at 9:00 a.m., at the offices of Sidley Austin Brown & Wood, Bank One
Plaza, 55th Floor, 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 8, 2002.
Who is entitled to vote? ____________________________________________________
Stockholders owning our common stock at the close of business on March 14,
2002 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 14, 2002, there were 35,880,331
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 14, 2002. 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 plus out-of-pocket expenses. 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.
-------------------------------------------------
Following is the proposal to be voted on at this year's annual meeting.
-------------------------------------------------
3
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PROPOSAL -- ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
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 Board of Directors proposes that the following nominees, all of whom are
currently serving as directors, be re-elected for a new term expiring at the
2005 annual meeting.
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 2005 _____________
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
King W. Harris 1993 58 Mr. Harris has been Chairman of the Board since 1996. In
2002, Mr. Harris was elected Chairman of the Rehabilitation
Institute of Chicago. 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 53 Mr. Pfeiffer has been Vice Chairman of the Board since 1993.
Dr. Joanne C. Smith 1999 41 Dr. Smith was appointed Senior Vice President, Corporate
Strategy, Rehabilitation Institute of Chicago in 2002. From
1997 to 2002, Dr. Smith served as Senior Vice President and
Chief Operating Officer of the Corporate Partnership Division
of the Rehabilitation Institute of Chicago. She has been a
physician at the Rehabilitation Institute since 1992 and served
as its Director of Business Development from 1994 to 1997.
The Board of Directors recommends a vote FOR each of the nominees for
Director.
4
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2003 ___________________________
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
Ralph Gruska 1993 70 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 64 Mr. Guthart has been Executive Vice President of the Home and
Building Control Group of Honeywell since 2001. Mr. Guthart
has been the Managing Member of the General Partners of
Topspin Partners L.P. (venture capital investing) since 2000. From
2000 to 2001, Mr. Guthart was Chairman of the Security and Fire
Solutions Group of Honeywell. 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 62 Prof. Dr. Hacker is retired. For more than five years prior to 2001,
W. Hacker Prof. Dr. Hacker was the Chief of Cardiac Surgery at Herz-und
Gefaessklinik (Heart and Vessel Clinic), Bad Neustadt, Germany.
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2004 ________________________________________________
Director
Name Since Age Principal Occupation and Directorships
---- -------- --- --------------------------------------
Alain Chevassus 2001 57 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 2001 50 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 67 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.
5
BOARD COMMITTEES AND MEETING ATTENDANCE _____________________________________
The Board met 7 times in 2001. No current 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
--------------------------------------------------------------------------
-------------------------------------------------------------------------
Name Executive Audit Compensation Nominating
-------------------------------------------------------------------------
A. Chevassus
-------------------------------------------------------------------------
R. Gruska X X
-------------------------------------------------------------------------
L. A. Guthart X* X*
-------------------------------------------------------------------------
Prof. Dr. R. W. Hacker
-------------------------------------------------------------------------
S. J. Hagge
-------------------------------------------------------------------------
K. W. Harris X* X X
-------------------------------------------------------------------------
P. H. Pfeiffer X X
-------------------------------------------------------------------------
C. A. Siebel X
-------------------------------------------------------------------------
Dr. J. C. Smith X
-------------------------------------------------------------------------
Number of Meetings in Fiscal 2001 4 4 3 0
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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 which was attached as Appendix A to the Proxy Statement
AptarGroup filed with the Securities and Exchange Commission ("SEC") on
April 3, 2001.
6
Compensation Committee ______________________________________________________
. Establishes executive compensation policies and programs.
. Recommends to the Board base salaries and target bonus levels for
executive officers of AptarGroup.
. 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 $6,000 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 Chairpersons of the Audit and
Compensation Committees
. an annual fee of $110,000 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 2000 Director Stock Option Plan, on May 14, 2001, each
non-employee director was granted a non-qualified option to purchase 8,000
shares of Common Stock at a price of $34.40 per share. Each option became
exercisable as to 2,000 shares 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, each non-employee director is only
eligible for one grant under the Plan.
7
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 14, 2002, 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
-
-----------------------------------------------------------------------------
Shares Owned Options
---------------------- Exercisable
Number of Percentage Within 60 Days of
Name Shares (1) (2) March 14, 2002
-----------------------------------------------------------------------------
Neuberger & Berman LLC (3) 4,629,184 12.9 --
605 Third Avenue
New York, NY 10158
-----------------------------------------------------------------------------
State Farm Mutual Automobile 2,548,468 7.1 --
Insurance Company (4)
One State Farm Plaza
Bloomington, IL 61710
-----------------------------------------------------------------------------
Capital Group International, Inc. (5) 1,999,400 5.6 --
11100 Santa Monica Blvd.
Los Angeles, CA 90025
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Alain Chevassus 9,250 * 4,000
-----------------------------------------------------------------------------
Ralph Gruska 14,000 * 12,000
-----------------------------------------------------------------------------
Leo A. Guthart (6) 74,074 * 14,000
-----------------------------------------------------------------------------
Prof. Dr. Robert W. Hacker 6,000 * 6,000
-----------------------------------------------------------------------------
Stephen J. Hagge (7) 146,681 * 130,086
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King W. Harris (8) 779,520 2.2 20,000
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Emil D. Meshberg 154,957 * 37,000
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Peter H. Pfeiffer 783,072 2.2 251,954
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Rick H. Schofield 15,000 * 14,000
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Carl A. Siebel (9) 398,364 1.1 323,638
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Dr. Joanne C. Smith (10) 8,873 * 8,000
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All Directors, Director Nominees and 3,003,800 8.1 1,371,231
Executive Officers as a Group
(20 persons) (11)
* Less than one percent.
8
(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 14, 2002.
(2) Based on 35,880,331 shares of Common Stock outstanding as of March 14,
2002 plus options to purchase shares held by any such person that are
exercisable within 60 days of that date.
(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 SEC 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
1,346,784 shares, shares power to vote 3,272,100 shares and shares
power to dispose of 4,629,184 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 SEC
pursuant to Section 13(d) of the Exchange Act. Such statement discloses
that State Farm has the sole power to vote and dispose of 2,530,632
shares, shares power to vote 5,836 shares and shares power to dispose
of 17,836.
(5) The information as to Capital Group International, Inc. and related
entities ("Capital Group") is derived from a statement on Schedule 13G
with respect to the Common Stock, filed with the SEC pursuant to
Section 13(d) of the Exchange Act. Such statement discloses that
Capital Group has the sole power to dispose of 1,999,400 shares and the
sole power to vote 1,528,200 shares.
(6) Mr. Guthart shares the power to vote and dispose of 37,878 shares.
(7) Mr. Hagge shares the power to vote and dispose of 4,719 shares.
(8) Mr. Harris shares the power to vote and dispose of 443,680 shares.
(9) Mr. Siebel shares the power to vote and dispose of 70,956 shares.
(10) Dr. Smith shares the power to vote and dispose of 703 shares.
(11) Includes 558,336 shares as to which voting power is shared other than
with directors and executive officers of AptarGroup.
9
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 AptarGroup 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. Five of the
companies used in establishing salary ranges are included in the Value Line
Packaging & Container Industry Group used in the performance graph below.
Generally, salaries are established between the 50th and 75th quartiles of
market rates. Salaries are reviewed and compared to market rates annually.
Generally, management performance and accomplishment of goals and objectives
also are important factors 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 2001, no set bonus formula was used for
Messrs. Siebel, Pfeiffer and Hagge.
Long-term Incentives ________________________________________________________
Executives are eligible for awards of stock options and restricted stock
under AptarGroup's Stock Awards Plans. The awards to executives are made to
provide an incentive for future performance to
10
increase stockholder value. The members of the Compensation Committee
administer this Plan. In 2001, 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 22, 2001 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 5% to $630,000 on January 1, 2001, as
compensation for Mr. Siebel's performance. The Committee set the CEO's
compensation slightly above the 50th quartile of the comparable salary range.
His 2001 bonus of $374,000, $204,000 of which was paid in restricted stock
units, was established based upon AptarGroup's performance and strategic
actions implemented in 2001. During 2001, Mr. Siebel was awarded an option to
purchase 56,000 shares of Common Stock.
COMPENSATION COMMITTEE
Leo A. Guthart, Chairman
Ralph Gruska
King W. Harris
11
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 2001 (the "named executive officers").
SUMMARY COMPENSATION TABLE
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Long Term
Annual Compensation
Compensation Awards
-----------------------------------------
Securities
Underlying
Name and Principal Cash Restricted Options/ All Other
Position Year Salary Bonus Stock(1) SARs Compensation
----------------------------------------------------------------------------------
Carl A. Siebel 2001 $630,000 $170,000 $ 204,000(2) 56,000 --
President and Chief 2000 600,000 272,000 81,600 56,000 --
Executive Officer 1999 550,000 162,500 195,000 60,000 1,389
----------------------------------------------------------------------------------
Peter H. Pfeiffer 2001 $420,000 $255,000 -- 44,000 --
Vice Chairman of the 2000 400,000 255,000 --- 44,000 --
Board 1999 365,000 240,000 -- 47,000 --
----------------------------------------------------------------------------------
Stephen J. Hagge 2001 $315,000 $200,000 $ 36,000(2) 20,000 $ 9,364(3)
Executive Vice 2000 300,000 180,000 60,000 20,000 9,344
President and Chief 1999 275,000 165,000 60,000 21,000 8,891
Financial Officer and
Secretary
----------------------------------------------------------------------------------
Emil D. Meshberg 2001 $324,000 $ 19,450 $ 23,330(2) 17,000 $16,132(4)
Vice President, Chief 2000 312,000 93,600 -- 17,000 16,225
Executive Officer of. 1999 258,750 75,000 90,000 20,000 11,500
EMSAR, Inc.
----------------------------------------------------------------------------------
Rick H. Schofield 2001 $314,600 $ 37,750 -- 14,000 $14,614(5)
President, EMSAR, 2000 302,500 90,750 -- 14,000 16,839
Inc. 1999 258,750 150,000 -- -- 10,450
(1) The number and value of restricted stock units held by the named
executives as of December 31, 2001, respectively, are as follows:
Carl A. Siebel--8,468 / $296,634
Stephen J. Hagge--3,796 / $132,974
Emil D. Meshberg--2,622 / $91,847
The restricted stock units were valued using the closing share price
on the New York Stock Exchange of $35.03 on December 31, 2001. All of the
shares of restricted stock units vest ratably over three years from the
date of grant and dividends are paid on vested shares only.
12
(2) Restricted stock unit values are based upon the issuance of 6,182 units,
1,091 units and 707 units to Messrs. Siebel, Hagge and Meshberg,
respectively, and the closing share price on the New York Stock Exchange
of $33.00 on February 13, 2002. These restricted stock units were issued
at the election of the named executives in lieu of a portion of their 2001
annual bonus. All of the restricted stock units vest ratably over three
years from the date of grant and dividends are paid on vested units 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 $1,057 for Company-provided term
life insurance.
(4) Consists of $4,512 for Company matching contributions to the AptarGroup,
Inc. Profit Sharing and Savings Plan, $11,284 for Company-provided split
dollar life insurance and $336 for Company-provided term life insurance.
(5) Consists of $4,544 for Company matching contributions to the AptarGroup,
Inc. Profit Sharing and Savings Plan, $1,584 for Company-provided
supplemental disability insurance and $8,486 for Company-provided term
life insurance.
Option Grants _______________________________________________________________
The following table shows all grants in 2001 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 2001.
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 2001 Base Price Date 5% 10%
-----------------------------------------------------------------------------------
Carl A. Siebel 56,000 10.5 $28.06 1/22/11 $988,232 $2,504,320
-----------------------------------------------------------------------------------
Peter H. Pfeiffer 44,000 8.2 28.06 1/22/11 776,468 1,967,680
-----------------------------------------------------------------------------------
Stephen J. Hagge 20,000 3.7 28.06 1/22/11 352,940 894,400
-----------------------------------------------------------------------------------
Emil D. Meshberg 17,000 3.2 28.06 1/22/11 299,999 760,240
-----------------------------------------------------------------------------------
Rick H. Schofield 14,000 2.6 28.06 1/22/11 247,058 626,080
(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 35,625,841 shares of Common Stock outstanding on January
22, 2001 the closing price per share of Common Stock of $28.06 on January
22, 2001 and a ten-year period, the potential realizable
13
value to all stockholders at 5% and 10% assumed annual rates of stock
appreciation would be approximately $628,689,000 and $1,593,188,000.
Aggregated Option Exercises and Option Values at Year-End ___________________
The following table provides information as to options exercised and the
value of options held by the named executive officers at year-end measured in
terms of the closing price of the Common Stock on December 31, 2001. AptarGroup
has not granted any SARs.
Number of Securities Value of Unexercised
Shares Underlying Options at In-the-Money Options at
Acquired December 31, 2001 (#) December 31, 2001 ($)
on Value --------------------------------------------------
Exercise Realized Not Not
Name (#) ($) Exercisable Exercisable Exercisable Exercisable
---------------------------------------------------------------------------------------
Carl A. Siebel 66,420 $1,597,058 266,305 113,333 $ 4,113,598 $ 1,005,619
---------------------------------------------------------------------------------------
Peter H. Pfeiffer -- -- 206,954 89,000 3,174,064 483,078
---------------------------------------------------------------------------------------
Stephen J. Hagge 10,000 $ 195,625 109,753 40,333 1,846,042 358,027
---------------------------------------------------------------------------------------
Emil D. Meshberg -- -- 19,000 35,000 174,155 309,945
---------------------------------------------------------------------------------------
Rick H. Schofield -- -- 4,667 23,333 57,311 212,189
Employment Agreements _______________________________________________________
Mr. Siebel's employment agreement provides for employment through December
31, 2002 at a minimum salary of $630,000 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 2001, which are
denominated in Euros, are equivalent to approximately $318,000. 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 $420,000 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 benefits are available
after age 55 subject to a minimum annual payment of approximately $123,000.
Estimated annual pension benefits upon retirement at age 60 (assuming the
current salary remains constant) are equivalent to $252,000. Benefits are not
subject to reduction for Social Security or other offset items.
14
Mr. Hagge's employment agreement provides for employment through February
1, 2005 at a minimum annual salary of $315,000 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 until the second 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, 2003 at a minimum annual salary of $324,000. The agreement
provides for an automatic extension for a period of one year, unless it is
terminated by AptarGroup or Mr. Meshberg by written notice six months before
the end of the then current contract period. 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, 2003 and 24 months following the date of termination
of employment. Mr. Meshberg is also entitled to receive any accrued salary and
bonus through the date of termination, as well as certain other benefits.
Mr. Schofield's employment agreement provides for employment through
December 31, 2002 at a minimum annual salary of $314,600. The agreement
provides for an automatic extension for a period of one year, unless it is
terminated by AptarGroup or Mr. Schofield by written notice six months before
the end of the then current contract period. Mr. Schofield is also entitled to
additional term life insurance coverage and supplemental long-term disability
coverage. Mr. Schofield's employment agreement provides that if he is
terminated without cause or if he terminates for good reason, Mr. Schofield
will continue to receive his salary until the end of the employment period then
in effect. Mr. Schofield is also entitled to receive any accrued salary and
bonus through the date of termination, as well as certain other benefits.
Pension Plan ________________________________________________________________
The majority of 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
15
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.
U.S. employees 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 Schofield
are approximately $207,000, $92,000 and $116,000, 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.
16
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. The companies included in the Peer Group are: American Greetings
Corporation, Inc., AptarGroup, Inc., Ball Corporation, Bemis Company, Inc.,
Caraustar Industries, Inc., Chesapeake Corporation, CLARCOR Inc., Crown Cork &
Seal Company, Inc., Owen-Illinois, Inc., Packaging Corporation of America,
Pactiv Corporation, Rock-Tenn Company, Sealed Air Corporation, Smurfit-Stone
Container Corporation and Sonoco Products Company. Changes in the Peer Group
from year to year result from companies being added to or deleted from the
Value Line Packaging & Container Industry Group. These comparisons assume an
initial investment of $100 and the reinvestment of dividends.
[CHART]
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
----------------------------------------------------------------
AptarGroup 100 158 161 145 171 206
----------------------------------------------------------------
Peer Group 100 122 106 98 68 86
----------------------------------------------------------------
S&P 500 100 133 171 208 189 166
17
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.
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 2001, the transactions between AptarGroup
and these entities amounted to lease payments of approximately $612,000,
purchases and license royalties of approximately $57,000 and sales of
approximately $20,000.
As a courtesy to Messrs. Siebel and Pfeiffer, whose principal residences
are in Europe, AptarGroup makes certain estimated income tax payments on their
behalf. These balances are typically repaid at different times throughout the
year. The largest amounts owed to AptarGroup for such payments at any time
during 2001 were approximately $84,000 and $106,000 for Messrs. Siebel and
Pfeiffer, respectively. Interest is not charged on outstanding balances. There
were no outstanding balances from either Messrs. Siebel or Pfeiffer at December
31, 2001. As of March 14, 2002, Mr. Siebel's outstanding balance was
approximately $12,000 and Mr. Pfeiffer had no outstanding balance.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE _____________________
Based on AptarGroup records and other information, Dr. Joanne Smith and Mr.
Patrick Doherty each filed one report late which included one transaction that
had not been reported on a timely basis. AptarGroup believes that all SEC
filing requirements applicable to its other Executive Officers and Directors
were complied with for 2001.
AUDIT COMMITTEE REPORT ______________________________________________________
The Audit Committee of AptarGroup's Board of Directors is composed of three
independent, non-employee directors as required by New York Stock Exchange
listing standards. The Audit Committee operates under a written charter adopted
by the Board.
Management is responsible for AptarGroup's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of AptarGroup'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 AptarGroup.
The Committee has reviewed and discussed the consolidated financial
statements with management and the independent accountants. Management has
represented to the Committee that the
18
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 AptarGroup 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 AptarGroup'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 AptarGroup's Annual
Report on Form 10-K for the year ended December 31, 2001, for filing with the
Securities and Exchange Commission.
AUDIT COMMITTEE
Leo A. Guthart, Chairman
Ralph Gruska
Dr. Joanne C. Smith
ANNUAL REPORT _______________________________________________________________
AptarGroup's annual report for the year ended December 31, 2001 is being
distributed with this proxy statement. Stockholders are referred to the report
for financial and other information about AptarGroup, 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 2003 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 9, 2002. 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 2002
annual meeting may consider stockholder proposals or nominations brought by a
stockholder of record on March 14, 2002, 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 2002 annual meeting
must have been received by the Secretary on or after February 8, 2002 and on or
prior to March 10, 2002. The 2003 annual meeting is expected to be held on May
7, 2003. A stockholder proposal or nomination intended to be brought
19
before the 2003 annual meeting must be received by the Secretary on or after
February 7, 2003 and on or prior to March 9, 2003.
OTHER MATTERS _______________________________________________________________
PricewaterhouseCoopers LLP served as independent accountants for the year
ended December 31, 2001. A decision regarding the selection of the independent
accountants to audit AptarGroup's consolidated financial statements for the
year ending December 31, 2002 has not yet been made. It is expected that a
representative of PricewaterhouseCoopers LLP will attend 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 2001:
. Audit Fees $ 694,000
. All Other Fees:
Tax Planning and Consulting Fees 295,000
Other Fees 70,000
----------
Total Fees $1,059,000
==========
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 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 2001.
By Order of the Board of Directors,
/s/ Stephen J. Hagge
Stephen J. Hagge
Secretary
Crystal Lake, Illinois
April 8, 2002
20
Please mark
your votes as
indicated in
this example [X]
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as to vote for all
marked to the nominees
contrary) listed at right
[_] [_]
01 King W. Harris, 02 Peter H. Pfeiffer, and
03 Dr. Joanne C. Smith
(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. [_]
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.
Dated:________________________________________________, 2002
------------------------------------------------------------
Signature of Stockholder
------------------------------------------------------------
Signature if held jointly
(Please fill in, sign and date this proxy and mail it in the envelope provided)
IMPORTANT: Please sign exactly as your name(s) appear to the left. 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
Internet and telephone voting is available through 4PM Eastern Time
the business day prior to annual meeting day.
Your Internet or telephone 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.eproxy.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
1-800-435-6710
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
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 Proxy Statement and Annual Report
on the internet at http://investor.aptargroup.com/proxy.cfm
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
Stephen J. Hagge and Ralph A. Poltermann, 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 8,
2002, 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 shareholder account online via Investor ServiceDirect/SM/
(ISD).
Mellon Investor Services LLC, agent for AptarGroup, 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://www.melloninvestor.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