AptarGroup (ATR) 10-Q 2004 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2004
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from —to—

COMMISSION FILE NUMBER 1-11846

AptarGroup, Inc.

DELAWARE
(State of Incorporation) 36-3853103
(I.R.S. Employer Identification No.)

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

815-477-0424

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yesx Noo

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (July 28, 2004).

Common Stock          36,405,688

AptarGroup, Inc.

Form 10-Q

Quarter Ended June 30, 2004

INDEX

Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income — Three and Six Months Ended June 30, 2004 and 2003	1
	Consolidated Balance Sheets -June 30, 2004 and December 31, 2003	2
	Consolidated Statements of Cash Flows — Six Months Ended June 30, 2004 and 2003	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
Part II.	OTHER INFORMATION
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	19
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 6.	Exhibits and Reports on Form 8-K	20
	Signature	21
Certification
Certification
Certification
Certification

i

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

AptarGroup, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

In thousands, except per share amounts

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Net Sales	$	311,844		$	288,087		$	627,447		$	553,236
Operating Expenses:
Cost of sales (exclusive of depreciation shown below)		206,202			188,285			417,783			360,873
Selling, research & development and administrative		46,793			44,849			95,062			86,298
Depreciation and amortization		23,433			21,540			47,483			42,312
		276,428			254,674			560,328			489,483
Operating Income		35,416			33,413			67,119			63,753
Other Income (Expense):
Interest expense		(2,495	)		(2,427	)		(4,724	)		(4,836	)
Interest income		872			689			1,890			1,312
Equity in results of affiliates		251			156			693			338
Minority interests		(153	)		(98	)		(272	)		(117	)
Miscellaneous, net		(388	)		226			25			390
		(1,913	)		(1,454	)		(2,388	)		(2,913	)
Income Before Income Taxes		33,503			31,959			64,731			60,840
Provision for Income Taxes		10,721			10,610			20,714			20,285
Net Income	$	22,782		$	21,349		$	44,017		$	40,555
Net Income Per Common Share:
Basic	$	0.62		$	0.59		$	1.21		$	1.13
Diluted	$	0.61		$	0.58		$	1.18		$	1.11
Average number of shares outstanding:
Basic		36,527			36,031			36,464			35,984
Diluted		37,462			36,856			37,377			36,666

See accompanying notes to consolidated financial statements.

1

AptarGroup, Inc.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

In thousands, except per share amounts      

	June 30,			December 31,
	2004			2003
Assets
Current Assets:
Cash and equivalents	$	187,068		$	164,982
Accounts and notes receivable, less allowance for doubtful accounts of $9,175 in 2004 and $9,533 in 2003		246,326			231,976
Inventories		176,496			165,207
Prepayments and other		35,247			40,289
		645,137			602,454
Property, Plant and Equipment:
Buildings and improvements		165,053			167,684
Machinery and equipment		966,783			960,193
		1,131,836			1,127,877
Less: Accumulated depreciation		(665,776	)		(651,080	)
		466,060			476,797
Land		7,657			6,634
		473,717			483,431
Other Assets:
Investments in affiliates		13,430			13,018
Goodwill		135,171			136,660
Intangible assets		14,566			14,692
Miscellaneous		15,335			14,088
		178,502			178,458
Total Assets	$	1,297,356		$	1,264,343

See accompanying notes to consolidated financial statements.

2

AptarGroup, Inc.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

In thousands, except per share amounts      

	June 30,			December 31,
	2004			2003
Liabilities and Stockholders’ Equity
Current Liabilities:
Notes payable	$	62,248		$	88,871
Current maturities of long-term obligations		6,325			7,839
Accounts payable and accrued liabilities		202,619			186,510
		271,192			283,220
Long-Term Obligations		147,374			125,196
Deferred Liabilities and Other:
Deferred income taxes		43,032			39,757
Retirement and deferred compensation plans		22,945			22,577
Deferred and other non-current liabilities		2,585			4,085
Minority interests		6,583			6,457
		75,145			72,876
Stockholders’ Equity:
Common stock, $.01 par value		380			377
Capital in excess of par value		142,205			136,710
Retained earnings		657,462			618,547
Accumulated other comprehensive income		44,457			65,708
Less treasury stock at cost, 1.5 and 1.4 million shares in 2004 and 2003, respectively.		(40,859	)		(38,291	)
		803,645			783,051
Total Liabilities and Stockholders’ Equity	$	1,297,356		$	1,264,343

See accompanying notes to consolidated financial statements.

3

AptarGroup, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

In thousands, brackets denote cash outflows      

Six Months Ended June 30,	2004			2003
Cash Flows From Operating Activities:
Net income	$	44,017		$	40,555
Adjustments to reconcile net income to net cash provided by operations:
Depreciation		46,344			41,340
Amortization		1,139			972
Provision for bad debts		324			912
Minority interests		272			117
Deferred income taxes		(15	)		(177	)
Retirement and deferred compensation plans		821			(453	)
Equity in results of affiliates in excess of cash distributions received		(693	)		(338	)
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts receivable		(18,532	)		(26,842	)
Inventories		(15,256	)		(13,408	)
Prepaid and other current assets		2,148			(4,846	)
Accounts payable and accrued liabilities		12,514			4,971
Income taxes payable		6,870			11,160
Other changes, net		2,014			2,286
Net Cash Provided by Operations		81,967			56,249
Cash Flows From Investing Activities:
Capital expenditures		(51,767	)		(35,880	)
Disposition of property and equipment		4,481			942
Intangible assets		(1,241	)		(251	)
Issuance of notes receivable, net		450			604
Net Cash Used by Investing Activities		(48,077	)		(34,585	)
Cash Flows From Financing Activities:
(Repayments)/proceeds from notes payable		(26,411	)		9,000
Proceeds from long-term obligations		25,000			655
Repayments of long-term obligations		(3,146	)		(6,827	)
Dividends paid		(5,102	)		(4,315	)
Proceeds from stock options exercises		6,429			3,628
Purchase of treasury stock		(3,892	)		(1,348	)
Net Cash Provided/(Used) by Financing Activities		(7,122	)		793
Effect of Exchange Rate Changes on Cash		(4,682	)		8,528
Net Increase in Cash and Equivalents		22,086			30,985
Cash and Equivalents at Beginning of Period		164,982			90,205
Cash and Equivalents at End of Period	$	187,068		$	121,190

See accompanying notes to consolidated financial statements.

4

AptarGroup, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands, Except per Share Amounts, or Otherwise Indicated)
(Unaudited)
 

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the accounts of AptarGroup, Inc. and its subsidiaries. The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and its subsidiaries.

     In the opinion of management, the unaudited consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of consolidated financial position, results of operations, and cash flows for the interim periods presented. The accompanying unaudited consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Accordingly, these unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

     At June 30, 2004 and June 30, 2003, the Company had stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.

		Three Months Ended June 30,				Six Months Ended June 30,
		2004		2003		2004		2003
Net income, as reported		$	22,782	$	21,349	$	44,017	$	40,555
Deduct:	Total stock-based employee
	compensation expense determined
	under fair value based method for all
	awards, net of related tax effects		868		1,049		1,714		2,130
Pro forma net income		$	21,914	$	20,300	$	42,303	$	38,425
Earnings per share:
Basic — as reported		$	0.62	$	0.59	$	1.21	$	1.13
Basic — pro forma		$	0.60	$	0.56	$	1.16	$	1.07
Diluted — as reported		$	0.61	$	0.58	$	1.18	$	1.11
Diluted — pro forma		$	0.58	$	0.55	$	1.13	$	1.05

5

NOTE 2 — INVENTORIES

At June 30, 2004 and December 31, 2003, approximately 21% and 23%, respectively, of the total inventories are accounted for by using the last-in, first-out (LIFO) method, while the remaining inventories are valued using the first-in, first-out (FIFO) method. Inventories, by component, consisted of:

	June 30,			December 31,
	2004			2003
Raw materials	$	60,591		$	54,602
Work in progress		43,677			39,165
Finished goods		74,207			72,969
		178,475			166,736
Less LIFO Reserve		(1,979	)		(1,529	)
Total	$	176,496		$	165,207

     Inventories are stated at cost, which is lower than market. Costs included in inventories are raw materials, direct labor and manufacturing overhead.

NOTE 3 — GOODWILL AND OTHER INTANGIBLE ASSETS

The table below shows a summary of intangible assets as of June 30, 2004 and December 31, 2003.

		2004								2003
Weighted-
Average		Gross								Gross
Amortization		Carrying		Accumulated				Net		Carrying		Accumulated			Net
Period		Amount		Amortization				Value		Amount		Amortization			Value
Amortized intangible assets:
Patents	15	$	16,153	$	(6,369	)		$	9,784	$	16,625	$	(5,908	)	$	10,717
License agreements, and other	6		8,603		(4,338	)			4,265		7,485		(4,043	)		3,442
							��
	12		24,756		(10,707	)			14,049		24,110		(9,951	)		14,159
Unamortized intangible assets:
Trademarks			456		—				456		470		—			470
Minimum pension liability			61		—				61		63		—			63
			517		—				517		533		—			533
Total intangible assets		$	25,273	$	(10,707	)		$	14,566	$	24,643	$	(9,951	)	$	14,692

     Aggregate amortization expense for the intangible assets above for the three months ended June 30, 2004 and June 30, 2003 was $553 and $497, respectively. Aggregate amortization expense for the intangible assets above for the six months ended June 30, 2004 and June 30, 2003 was $1,139 and $972, respectively.

     Estimated amortization expense for the years ending December 31 is as follows:

2004	$	2,174
2005		1,804
2006		1,722
2007		1,720
2008		1,721

     Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of June 30, 2004.

6

     The changes in the carrying amount of goodwill since the year ended December 31, 2003 are as follows by reporting segment:

	Dispensing Systems				SeaquistPerfect
		Segment				Segment		Total
Balance as of January 1, 2004		$	134,800			$	1,860	$	136,660
Foreign currency exchange effects			(1,489	)			—		(1,489	)
Balance as of June 30, 2004		$	133,311			$	1,860	$	135,171

NOTE 4 — COMPREHENSIVE INCOME/(LOSS)

AptarGroup’s total comprehensive income was as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2004			2003		2004			2003
Net income	$	22,782		$	21,349	$	44,017		$	40,555
Add: foreign currency translation adjustment		(6,054	)		33,050		(21,251	)		52,579
Total comprehensive income	$	16,728		$	54,399	$	22,766		$	93,134

NOTE 5 — RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

Three months ended June 30,
	Domestic Plans						Foreign Plans
	2004			2003			2004			2003
Service cost	$	853		$	702		$	219		$	189
Interest cost		548			457			310			247
Expected return on plan assets		(603	)		(416	)		(91	)		(64	)
Amortization of prior service cost		6			5			24			25
Amortization of net gain		73			15			56			67
Net periodic benefit cost	$	877		$	763		$	518		$	464

Six months ended June 30,
	Domestic Plans						Foreign Plans
	2004			2003			2004			2003
Service cost	$	1,706		$	1,404		$	446		$	386
Interest cost		1,096			914			631			506
Expected return on plan assets		(1,206	)		(832	)		(185	)		(130	)
Amortization of prior service cost		12			10			49			52
Amortization of net gain		146			30			114			137
Net periodic benefit cost	$	1,754		$	1,526		$	1,055		$	951

Employer Contributions:

The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute approximately $1.6 million to its foreign defined benefit plans and that the Company did not expect to contribute to its domestic defined benefit plans in 2004. As of June 30, 2004, the Company contributed approximately $0.4 million to its foreign plans and did not contribute to its domestic plans. The Company presently anticipates contributing an additional $1.2 million to fund its foreign plans and does not anticipate contributing to its domestic plans in 2004.

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NOTE 6 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company maintains a foreign exchange risk management policy designed to establish a framework to protect the value of the Company’s non-functional currency denominated transactions from adverse changes in exchange rates. Sales of the Company’s products can be denominated in a currency different from the currency in which the related costs to produce the product are denominated. Changes in exchange rates on such inter-country sales impact the Company’s results of operations. The Company’s policy is not to engage in speculative foreign currency hedging activities, but to minimize its net foreign currency transaction exposure defined as firm commitments and transactions recorded and denominated in currencies other than the functional currency. The Company may use foreign currency forward exchange contracts and collars, currency swaps, options and cross currency swaps to hedge these risks.

     The Company maintains an interest rate risk management strategy to minimize significant, unanticipated earnings fluctuations that may arise from volatility in interest rates.

     For derivative instruments designated as hedges, the Company formally documents the nature and relationships between the hedging instruments and the hedged items, as well as the risk management objectives, strategies for undertaking the various hedge transactions, and the method of assessing hedge effectiveness. Additionally, in order to designate any derivative instrument as a hedge of an anticipated transaction, the significant characteristics and expected terms of any anticipated transaction must be specifically identified, and it must be probable that the anticipated transaction will occur.

FAIR VALUE HEDGES

The Company has an interest rate swap to convert a portion of its fixed-rate debt into variable-rate debt. Under the interest rate swap contract, the Company exchanges, at specified intervals, the difference between fixed-rate and floating-rate amounts, which is calculated based on an agreed upon notional amount.

     As of June 30, 2004, the Company recorded the fair value of derivative instrument assets of $2.8 million in miscellaneous other assets with an offsetting adjustment to debt related to the fixed-to-variable interest rate swap agreement with a notional principal value of $25 million. No gain or loss was recorded in the income statement for the three or six months ended June 30, 2004 or June 30, 2003 since there was no hedge ineffectiveness.

CASH FLOW HEDGES

The Company did not use any cash flow hedges in the quarters or six months ended June 30, 2004 or June 30, 2003.

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

A significant number of the Company’s operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of the Company’s foreign entities. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on the Company’s financial condition. Conversely, a strengthening U.S. dollar has a dilutive effect. The Company in some cases maintains debt in these subsidiaries to offset the net asset exposure. The Company does not otherwise actively manage this risk using derivative financial instruments. In the event the Company plans on a full or partial liquidation of any of its foreign subsidiaries where the Company’s net investment is likely to be monetized, the Company will consider hedging the currency exposure associated with such a transaction.

OTHER

As of June 30, 2004, the Company recorded the fair value of foreign currency forward exchange contracts of $321 in prepayments and other in the balance sheet. All forward exchange contracts outstanding as of June 30, 2004 had an aggregate contract amount of $50.8 million.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

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

     Under its Certificate of Incorporation, the Company has agreed to indemnify its officers and directors for certain events or occurrences while the officer or director is, or was serving, at its request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers liability insurance policy that covers a portion of its exposure. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of June 30, 2004.

8

NOTE 8 — STOCK REPURCHASE PROGRAM

In July 2004, the Board of Directors authorized the repurchase of an additional two million shares of the Company’s outstanding common stock, bringing the maximum number of shares to be repurchased to five million. The timing of and total amount expended for the share repurchase depends upon market conditions. During the quarter ended June 30, 2004, the Company repurchased 100 thousand shares for an aggregate amount of $3.9 million. The cumulative total number of shares repurchased through June 30, 2004 was approximately 1.5 million shares for an aggregate amount of $42.2 million.

NOTE 9 — EARNINGS PER SHARE

AptarGroup’s authorized common stock consists of 99 million shares, having a par value of $0.01 each. Information related to the calculation of earnings per share is as follows:

	Three months ended
	June 30, 2004				June 30, 2003
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	22,782	$	22,782	$	21,349	$	21,349
Average equivalent shares
Shares of common stock		36,527		36,527		36,031		36,031
Dilutive effect of:
Stock options		925		—		792		—
Restricted stock		10		—		33		—
Total average equivalent shares		37,462		36,527		36,856		36,031
Net income per share	$	0.61	$	0.62	$	0.58	$	0.59

	Six months ended
	June 30, 2004				June 30, 2003
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	44,017	$	44,017	$	40,555	$	40,555
Average equivalent shares
Shares of common stock		36,464		36,464		35,984		35,984
Dilutive effect of:
Stock options		905		—		649		—
Restricted stock		8		—		33		—
Total average equivalent shares		37,377		36,464		36,666		35,984
Net income per share	$	1.18	$	1.21	$	1.11	$	1.13

NOTE 10 — SEGMENT INFORMATION

The Company operates in the packaging components industry, which includes the development, manufacture and sale of consumer product dispensing systems. The Company is organized primarily based upon individual business units, which resulted from historic acquisitions or internally created business units. All of the business units sell primarily dispensing systems. These business units all require similar production processes, sell to similar classes of customers and markets, use the same methods to distribute products and operate in similar regulatory environments. Based on the current economic characteristics of the Company’s business units, the Company has identified two reportable segments: Dispensing Systems and SeaquistPerfect.

     The Dispensing Systems segment is an aggregate of four of the Company’s five business units. The Dispensing Systems segment sells primarily non-aerosol spray and lotion pumps, plastic dispensing and non-dispensing closures, and metered dose aerosol valves. These three products are sold to all of the markets served by the Company including the fragrance/cosmetic, pharmaceutical, personal care, household, and food/beverage markets.

     SeaquistPerfect represents the Company’s fifth business unit and sells primarily aerosol valves and accessories and certain non-aerosol spray and lotion pumps. These products are sold primarily to the personal care, household, and food/beverage markets.

9

     The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. The Company evaluates performance of its business units and allocates resources based upon earnings before interest expense in excess of interest income, corporate expenses and income taxes (collectively referred to as “EBIT”) excluding unusual items. The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties.

Financial information regarding the Company’s reportable segments is shown below:

Quarter ended June 30,							Corporate
	Dispensing Systems			SeaquistPerfect			and Other			Totals
Total Revenue
2004		$	261,879		$	52,054				$	313,933
2003			243,164			46,785					289,949
Less: Intersegment Sales
2004		$	887		$	1,202				$	2,089
2003			775			1,087					1,862
Net Sales
2004		$	260,992		$	50,852				$	311,844
2003			242,389			45,698					288,087
EBIT
2004		$	34,970		$	4,758	$	(4,602	)	$	35,126
2003			33,894			4,231		(4,428	)		33,697

Six Months ended June 30,							Corporate
	Dispensing Systems			SeaquistPerfect			and Other			Totals
Total Revenue
2004		$	524,114		$	107,815				$	631,929
2003			462,332			94,651					556,983
Less: Intersegment Sales
2004		$	1,672		$	2,810				$	4,482
2003			1,473			2,274					3,747
Net Sales
2004		$	522,442		$	105,005				$	627,447
2003			460,859			92,377					553,236
EBIT
2004		$	66,267		$	10,050	$	(8,752	)	$	67,565
2003			63,793			8,799		(8,228	)		64,364

Reconciliation of segment EBIT to consolidated income before income taxes is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Income before income taxes
Total EBIT for reportable segments	$	35,126		$	33,697		$	67,565		$	64,364
Interest expense, net		(1,623	)		(1,738	)		(2,834	)		(3,524	)
Income before income taxes	$	33,503		$	31,959		$	64,731		$	60,840

10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR OTHERWISE INDICATED)

RESULTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Net Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (exclusive of depreciation shown below)		66.1			65.4			66.6			65.2
Selling, research & development and administration		15.0			15.6			15.1			15.6
Depreciation and amortization		7.5			7.4			7.6			7.7
Operating Income		11.4			11.6			10.7			11.5
Other income (expense)		(0.7	)		(0.5	)		(0.4	)		(0.5	)
Income before income taxes		10.7			11.1			10.3			11.0
Net income		7.3	%		7.4	%		7.0	%		7.3	%
Effective Tax Rate		32.0	%		33.2	%		32.0	%		33.3	%

NET SALES

Net sales for the quarter and six months ended June 30, 2004 of $311.8 million and $627.4 million increased 8% and 13%, respectively, over the same periods a year ago. Changes in currency rates from 2003 to 2004 accounted for approximately half of the increase in sales for both the quarter and six month periods. Sales of tooling to customers also increased approximately $2 million and $13 million for the quarter and six months ended June 30, 2004, respectively. Excluding changes in foreign currency rates, the changes in sales by market were as follows:

• Our sales to the personal care market increased approximately 5% and 7% for the quarter and six months ended June 30, 2004, respectively, reflecting unit sales growth of both dispensing closures and spray pumps. Price competition for our dispensing closure product line continues to affect this market reducing selling prices.

• Our sales to the fragrance/cosmetic market increased 2% and 1% for the quarter and six months ended June 30, 2004, respectively. Price competition continues to impact the low-end sector of this market.

• Our sales to the pharmaceutical market decreased 1% and increased 5% for the quarter and six months ended June 30, 2004, respectively. Product mix had a negative impact on sales growth as sales of metered dose aerosol valves increased in both the quarter and six months ended while sales of spray pumps decreased over the same period. Typically, pharmaceutical spray pumps have a higher unit selling price than metered dose aerosol valves. The decrease in sales of pharmaceutical spray pumps for the first half of the year is due primarily to one customer that dramatically reduced its purchases beginning in the second half of 2003 to reduce its inventory levels. Sales for the quarter included approximately $1 million of milestone revenue relating to a customer project. The six months ended June 30, 2004 includes approximately a $7 million increase in sales of custom tooling primarily related to one specific customer project. The customer associated with this project has canceled the launch of this project. No sales were forecasted in 2004, but previously expected product sales in late 2005 and beyond will not be realized. However, we expect sales of our current dispensing system to this customer to continue into the future.

• Our sales to the food/beverage markets increased approximately 28% for both the quarter and six months ended June 30, 2004, reflecting the continued acceptance of our dispensing closure product range in this market.

• Our sales to the household market increased approximately 8% and 10% for the quarter and six months ended June 30, 2004, respectively, reflecting sales growth in both aerosol valves and spray pumps.

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The following table sets forth, for the periods indicated, net sales by geographic location:

	Three Months Ended June 30,										Six Months Ended June 30,
	2004		% of Total			2003		% of Total			2004		% of Total			2003		% of Total
Domestic	$	94,433		30	%	$	93,336		32	%	$	184,882		29	%	$	176,251		32	%
Europe		188,391		61	%		169,823		59	%		388,110		62	%		330,700		60	%
Other Foreign		29,020		9	%		24,928		9	%		54,455		9	%		46,285		8	%

COST OF SALES (EXCLUSIVE OF DEPRECIATION SHOWN BELOW)

Our cost of sales as a percent of net sales increased to 66.1% in the second quarter compared to 65.4% in the second quarter of 2003. The following factors influenced our cost of sales percentage in the quarter ended June 30, 2004:

Continued Price Pressure. Pricing pressure continues in all the markets we serve, particularly in the low-end of the fragrance/cosmetic market and dispensing closure product range. We saw an increase in both direct and indirect competition from Asian suppliers. Directly, Asian suppliers continue to export more spray pumps in particular to the U.S. market. Indirectly, some fragrance marketers in the U.S. have started sourcing their entire product in Asia and importing the finished product back into the U.S. Price reductions, particularly in the areas previously mentioned, greater than cost savings achieved through productivity gains had a negative impact on cost of sales.

Strengthening of the Euro.We are a net exporter from Europe of products produced in Europe with costs denominated in Euros. As a result, when the Euro strengthens against the U.S. dollar or other currencies, products produced in and exported from Europe and sold in currencies which have weakened against the Euro increase our costs, thus having a negative impact on cost of sales as a percentage of net sales.

Rising Raw Material Costs.Raw material costs, in particular plastic resin and metal, increased in the second quarter and first half of 2004. Only a portion of these raw material price increases have been passed on to customers with the net effect bringing a reduction in margin.

Operating Losses and Shut Down Expenses for a Mold Manufacturing Facility in the U.S.We decided in the first quarter of 2004 to close a mold manufacturing facility in the U.S. Due to a reduction in the volume of business in the second quarter of 2004, this facility lost approximately $600 thousand. In addition, approximately $400 thousand of shut down and related severance charges were recorded relating to approximately 40 people and are included in cost of goods sold during the second quarter. This facility will be completely vacated early in the third quarter of 2004. The majority of these expenses are shown in cost of goods sold.

Our cost of sales as a percent of net sales increased to 66.6% for the six months ended June 30, 2004 compared to 65.2% for the same period a year ago. In addition to the items already mentioned above relating to the second quarter, the following factors influenced our cost of sales percentage in the first half of 2004:

Increased Sales of Custom Tooling.We saw approximately a $13 million increase in sales of custom tooling in the first half of 2004. Traditionally, sales of custom tooling generates lower margins than our regular product sales and thus, any increased sales of custom tooling negatively impacts cost of sales as a percentage of sales.

Operating Losses and Shut Down Expenses for a Mold Manufacturing Facility in the U.S.Due to the reduction in the volume of business in the first half of 2004, this facility lost approximately $1.3 million. In addition, approximately $900 thousand of shut down and related severance charges were recorded relating to approximately 40 people and are included in cost of goods sold during the first half of 2004.

Sale of Building.In the first quarter of 2004, we sold a production facility and realized a gain on the sale of the building of approximately $1 million. The gain is included in cost of goods sold.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Our Selling, Research & Development and Administrative expenses (“SG&A”) increased by approximately $1.9 million in the second quarter of 2004 compared to the same period a year ago. Approximately $1.7 million of the increase in SG&A is related to the strengthened Euro versus the U.S. dollar compared to the prior year. The remainder of the increase is due to normal inflationary costs and wage increases. Approximately 60% of our business is based in

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Europe and has costs denominated in Euros. SG&A as a percentage of net sales for the quarter ended June 30, 2004 decreased to 15.0% from 15.6% in 2003.

     Our SG&A costs increased approximately $8.8 million for the six months ended June 30, 2004 compared to the same period a year ago. Changes in foreign currency rates accounted for approximately $6.0 million of the increase in SG&A costs. The remainder of the increase is due to normal inflationary costs and wage increases.

SG&A as a percentage of net sales for the six months ended June 30, 2004 decreased to 15.1% from 15.6% in 2003.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased approximately $1.9 million in the second quarter of 2004 to $23.4 million compared to $21.5 million in the second quarter of 2003. Approximately $0.8 million of the increase is due to changes in foreign currency rates compared to the U.S. dollar in 2004. The remaining increase primarily relates to increased capital expenditures in prior years.

     Depreciation and amortization increased approximately $5.2 million for the first six months of 2004 to $47.5 million compared to $42.3 million for the first six months of 2003. Approximately $3.0 million of the increase is due to changes in foreign currency rates compared to the U.S. dollar in 2004. The remaining increase primarily relates to an acceleration of depreciation on equipment related to the pharmaceutical project that was canceled by our customer in the first quarter, as well as increased capital expenditures in prior years.

NET OTHER EXPENSE

Net other expenses in the second quarter of 2004 increased to $1.9 million from $1.5 million in the prior year primarily reflecting increased foreign currency losses of approximately $0.3 million.

     Net other expenses for the six months ended June 30, 2004 decreased to $2.4 million from $2.9 million in the prior year primarily due to increased interest income of $0.6 million related to the increase in cash levels over the prior year.

EFFECTIVE TAX RATE

The reported effective tax rate for the three months and six months ended June 30, 2004 was 32% compared to 33.2% and 33.3%, for the same periods a year ago. The decrease in the effective tax rate is primarily attributed to the mix of income earned.

NET INCOME

We reported net income for the second quarter of 2004 of $22.8 million compared to $21.3 million reported in the second quarter of 2003. Net income for the six months ended June 30, 2004 was $44.0 million compared to $40.6 million for the first six months of the prior year.

DISPENSING SYSTEMS SEGMENT

The Dispensing Systems segment is an aggregate of four of our five business units. The Dispensing Systems segment sells primarily non-aerosol spray and lotion pumps, plastic dispensing closures, and metered dose aerosol valves. These three products are sold to all the markets we serve.

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	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Net Sales	$	260,992		$	242,389		$	522,442		$	460,859
Earnings Before Interest and Taxes (“EBIT”)		34,970			33,894			66,267			63,793
EBIT as a percentage of Net Sales		13	%		14	%		13	%		14	%

Our net sales for the Dispensing Systems segment grew by approximately 8% in the second quarter of 2004 over the second quarter of 2003 reflecting strong sales of our dispensing closure product range to the food/beverage and personal care markets as well as increased sales of our pumps to the fragrance/cosmetic market. The strengthening Euro also helped contribute to the sales increase. Net sales excluding changes in foreign currency exchange rates increased approximately 2% from the prior year.

     Net sales for the Dispensing Systems segment grew approximately 13% in the first six months of 2004 compared to the first six months of 2003 for the same reasons noted above for the second quarter as well as increased custom tooling sales. Net sales for the first half of the year excluding changes in foreign currency exchange rates increased approximately 5% from the prior year.

     Segment EBIT in the second quarter of 2004 increased 3% to $35.0 million compared to $33.9 million reported in the prior year. The increase in EBIT from the prior year is primarily related to the increase in sales volume partially offset by higher material prices, continued price competition and operating losses and shut down costs attributed to a mold making operation that will be vacated early in the third quarter.

     Segment EBIT in the first six months of 2004 increased approximately 4% to $66.3 million compared to $63.8 million reported in the first six months of the prior year. The increase in EBIT from the prior year is mainly due to the same reasons noted above for the second quarter.

SEAQUISTPERFECT SEGMENT

SeaquistPerfect represents our fifth business unit and sells primarily aerosol valves and accessories and certain non-aerosol spray and lotion pumps. These products are sold primarily to the personal care, household, and food/beverage markets.

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Net Sales	$	50,852		$	45,698		$	105,005		$	92,377
Earnings Before Interest and Taxes (“EBIT”)		4,758			4,231			10,050			8,799
EBIT as a percentage of Net Sales		9	%		9	%		10	%		10	%

     Net sales for the quarter ended June 30, 2004 increased 11% or approximately $5.2 million to $50.9 million from $45.7 million reported in the second quarter of the prior year. Net sales excluding changes in foreign currency exchange rates increased approximately 8% from the prior year. Net sales increased for both the personal care and household markets, reflecting strong sales of spray and lotion pumps and aerosol valves.

     Net sales for the SeaquistPerfect segment for the first six months of 2004 increased approximately 14%, or $12.6 million compared to the first six months of the prior year. Net sales excluding changes in foreign currency exchange rates increased approximately 8% from the prior year. Sales increased for the same reasons noted above for the second quarter.

     Segment EBIT in the second quarter of 2004 increased approximately 12% to $4.8 million compared to $4.2 million reported in the prior year. EBIT increased over the prior year primarily due to the increase in sales volumes mentioned above combined with continued cost savings and better overhead utilization.

     Segment EBIT in the first six months of 2004 increased approximately 14% to $10.1 million compared to $8.8 million reported in the first six months of the prior year reflecting the increased sales volumes combined with productivity improvements.

     See Note 10 to the Notes to Consolidated Financial Statements for a reconciliation of the EBIT amounts to the Company’s income before income taxes.

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FOREIGN CURRENCY

A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of our entities. Our primary foreign exchange exposure is to the Euro, but we also have foreign exchange exposure to South American and Asian currencies, among others. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial condition and results of operations. Conversely, a strengthening U.S. dollar has a dilutive effect.

     Additionally, we are a net importer of products produced in European countries with Euro based costs, into the U.S. and sold in U.S. dollars. A weaker dollar compared to the Euro makes imported European produced products more expensive thus reducing operating income margins.

QUARTERLY TRENDS

Our results of operations in the second half of the year typically are negatively impacted by customer plant shutdowns in the summer months in Europe and plant shutdowns in December. In the future, our results of operations in a quarterly period could be impacted by factors such as changes in product mix, changes in material costs, changes in growth rates in the industries to which our products are sold, and changes in general economic conditions in any of the countries in which we do business.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations and our revolving credit facility. Our financial condition continued to strengthen in the second quarter of 2004. Cash and equivalents increased to $187.1 million from $165.0 million at December 31, 2003. Total short and long-term interest bearing debt decreased in the quarter to $215.9 million from $221.9 million at December 31, 2003. The ratio of Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholder’s equity plus Net Debt) decreased to approximately 3% compared to 7% as of December 31, 2003.

     In the first half of 2004, our operations provided approximately $82.0 million in cash flow compared to $56.2 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization. The increase from the prior year is primarily attributed to an increase in profitability before depreciation expense along with better management of working capital. During the first half of 2004, we utilized the operating cash flows to finance capital expenditures, pay dividends and repurchase the Company’s common stock.

     We used $48.1 million in cash for investing activities during the first half of 2004, compared to $34.6 million during the same period a year ago. The increase in cash used for investing activities is due to higher cash outlays for capital expenditures. The increase in capital expenditures in the first half of 2004 is primarily due to the purchase of a manufacturing facility in the second quarter that was previously being leased and the continued investment in new product introductions. Cash outlays for capital expenditures for 2004 are estimated to be approximately $110 million.

     Cash used by financing activities was $7.1 million in the first half of 2004 compared to cash provided by financing activities of $0.8 million in the same period a year ago. Cash proceeds of $6.4 million from stock option exercises in the first half of 2004 were offset by share repurchases of the Company’s common stock of $3.9 million and dividends paid to shareholders of $5.1 million.

     The Board of Directors increased the quarterly dividend to $.15 per share from the previous level of $.07 per share and authorized the repurchase of up to an additional 2 million shares of the Company’s common stock. This increase in dividends is expected to increase the cash used by financing activities for the second half of the year by approximately $6 million. We expect to be more aggressive in the repurchase of the Company’s stock for the remainder of the year. This will also increase the cash used by financing activities in the second half of the year.

     In February of 2004, we entered into a five year $150 million revolving credit facility (the “New Credit Facility”) and terminated the previous $100 million revolving credit facility that was scheduled to expire on June 30, 2004. The New Credit Facility contains substantially similar terms as the expiring facility. Under this credit agreement, interest on borrowings is payable at a rate equal to LIBOR plus an amount based on our financial condition. At June 30, 2004, the amount unused and available under this agreement was $102 million. We are required to pay a fee of .15% for this commitment. The agreement expires on February 27, 2009.

     In May of 2004, we entered into a $25 million seven year debt agreement. This debt agreement is comprised of $25 million of 5.09% senior unsecured notes due May 28, 2011. The proceeds from this debt were used to pay down borrowings under the revolving credit facility.

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     Our revolving credit facility and certain long-term obligations require us to satisfy certain financial and other covenants including:

	Requirement	Level at June 30, 2004
Interest coverage ratio	At least 3.5 to 1	23 to 1
Debt to total capital ratio	No more than 55%	21%

     Our foreign operations have historically met cash requirements with the use of internally generated cash or borrowings. Foreign subsidiaries have financing arrangements with several foreign banks to fund operations located outside the U.S., but all these lines are uncommitted. Cash generated by foreign operations has generally been reinvested locally. The majority of our $187.1 million in cash and equivalents is located outside of the U.S. We are expecting to repatriate, net of applicable taxes, approximately $44 million during the third quarter of 2004.

     We believe we are in a strong financial position and have the financial resources to meet business requirements in the foreseeable future. We have historically used cash flow from operations as our primary source of liquidity. In the event that customer demand would decrease significantly for a prolonged period of time and negatively impact cash flow from operations, we would have the ability to restrict and significantly reduce capital expenditure levels, which historically have been the most significant use of cash for us. A prolonged and significant reduction in capital expenditure levels could increase future repairs and maintenance costs as well as have a negative impact on operating margins if we were unable to invest in new innovative products.

OFF-BALANCE SHEET ARRANGEMENTS

We lease certain warehouse, plant, and office facilities as well as certain equipment under noncancelable operating leases expiring at various dates through the year 2018. Most of the operating leases contain renewal options and certain equipment leases include options to purchase during or at the end of the lease term. We have an option on one building lease to purchase the building during or at the end of the term of the lease at approximately the amount expended by the lessor for the purchase of the building and improvements. If we do not exercise the purchase option at the end of the lease, we would be required to pay an amount not to exceed $9.5 million. Other than operating lease obligations, we do not have any off-balance sheet arrangements.

ADOPTION OF ACCOUNTING STANDARDS

In December 2003, the Financial Accounting Standards Board, (“FASB”) issued Interpretation No. (“FIN”) 46R, “Consolidation of Variable Interest Entities.” The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. Prior to FIN 46R, companies have generally included another entity in its consolidated financial statements only if it controlled the entity through voting interest. FIN 46R changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk or loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. Consolidation by a primary beneficiary of the assets, liabilities and results of activities of variable interest entities will provide more complete information about the resources, obligations, risks and opportunities of the consolidated company. We do not have any investments in variable interest entities.

     In December 2003, the FASB issued FASB Staff Position (“FSP”) 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” In December 2003, the President signed into law the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the “Act”). The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. This FSP defers any accounting for the effects of the Act and requires additional disclosures pending further consideration of the underlying accounting issues. We do not provide any postretirement healthcare benefits and therefore there will be no effect on our results of operations.

OUTLOOK

The positive momentum we experienced in the first half of the year is expected to continue into the third quarter. Sales of our products to each of the markets we serve are expected to increase over the prior year. Sales of our products to the pharmaceutical market are expected to increase, particularly in light of anticipated expanding sales of our products to the generic pharmaceutical market. In addition, a pharmaceutical customer who had significantly reduced orders for pumps late in 2003 has begun placing orders. Our sales to the food/beverage and personal care markets are expected to increase as customers continue to launch new products into these markets. Sales of our fragrance/cosmetic and household products are also expected to increase over prior year third quarter volumes.

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     We have filed for tax refunds totaling approximately $1.5 million in the U.S. relating to research and development expenditures incurred from 2000 through 2002. These refunds will be recognized as a reduction of our tax provision when they are received. If the tax refunds are received, we will have to pay contingent consulting fees which will be recorded in SG&A.

     Excluding the potential net effect of the tax refunds mentioned above, we anticipate diluted earnings per share for the third quarter of 2004 to be in the range of $.62 to $.67 per share compared to $.51 per share in the third quarter of 2003.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis and certain other sections of this Form 10-Q contain forward-looking statements that involve a number of risks and uncertainties. Words such as “expects,” “anticipates,” “believes,” “estimates,” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment, including but not limited to:

• difficulties in product development and uncertainties related to the timing or outcome of product development;

• direct or indirect consequences of acts of war or terrorism;

• difficulties in complying with government regulation including tax rate policies;

• competition and technological change;

• our ability to defend our intellectual property rights;

• the failure by us to produce anticipated cost savings or improve productivity;

• the timing and magnitude of capital expenditures;

• our ability to identify potential acquisitions and to successfully acquire and integrate such operations or products;

• significant fluctuations in currency exchange rates;

• significant fluctuations in interest rates;

• economic and market conditions in the United States, Europe and the rest of the world;

• changes in customer spending levels;

• the demand for existing and new products;

• the cost and availability of raw materials; and

• other risks associated with our operations.

     Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of our entities. Our primary foreign exchange exposure is to the Euro, but we also have foreign exchange exposure to South American and Asian currencies, among others. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial condition and results of operations. Conversely, a strengthening U.S. dollar has a dilutive effect.

     Additionally, we are a net importer of products produced in European countries with Euro based costs, into the U.S. and sold in U.S. dollars. A weaker dollar compared to the Euro makes imported European produced products more expensive, thus reducing operating income margins.

     We manage our exposures to foreign exchange principally with forward exchange contracts to hedge certain firm purchase and sales commitments and intercompany cash transactions denominated in foreign currencies.

     The table below provides information as of June 30, 2004 about our forward currency exchange contracts.

All the contracts expire before the end of the second quarter of 2005.

			Average Contractual
Buy/Sell	Contract Amount		Exchange Rate
Euro/U.S. Dollar	$	26,473		1.2044
Swiss Francs/Euro		6,708		.6599
Euro/British Pounds		5,289		.6749
Euro/Japanese Yen		2,622		129.8813
Euro/Swiss Francs		1,939		1.5287
British Pounds/Euro		1,525		1.4983
Euro/Russian Ruble		1,464		35.8000
U.S. Dollar/Mexican Peso		1,441		11.3644
Other		3,335
Total	$	50,796

     The other contracts in the above table represent contracts to buy or sell various other currencies (principally European, South American and Australian). As of June 30, 2004, we have recorded the fair value of foreign currency forward exchange contracts of $321 in prepayments and other in the balance sheet. All forward exchange contracts outstanding as of June 30, 2003 had an aggregate contract amount of $35.2 million.

     At June 30, 2004, we had a fixed-to-variable interest rate swap agreement with a notional principal value of $25 million which requires us to pay an average variable interest rate (which was 1.5% at June 30, 2004) and receive a fixed rate of 6.6%. The variable rate is adjusted semiannually based on London Interbank Offered Rates (“LIBOR”). Variations in market interest rates would produce changes in our net income. If interest rates increase by 100 basis points, net income related to the interest rate swap agreement would decrease by less than $200 assuming a tax rate of 32%. As of June 30, 2004, we recorded the fair value of the fixed-to-variable interest rate swap agreement of $2.8 million in miscellaneous other assets with an offsetting adjustment to debt. No gain or loss was recorded in the income statement in 2004 since there was no hedge ineffectiveness.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, the chief executive officer and chief financial officer of the Company have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2004, and, based on their evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
EQUITY SECURITIES

PURCHASE OF EQUITY SECURITIES

The following table summarizes the Company’s purchases of its securities for each month during the six months ended June 30, 2004:

					Total Number of		Maximum Number
					Shares Purchased		of Shares that May
	Total Number of				as Part of Publicly		Yet Be Purchased
	Shares		Average Price Paid		Announced Plans		Under the Plans or
Period	Purchased		per Share		or Programs		Programs
1/1 - 3/31/04		—	$	—		—		1,570,000
4/1 - 4/30/04		1,500		38.89		1,500		1,568,500
5/1 - 5/31/04		98,500		38.92		98,500		1,470,000
6/1 - 6/30/04		—		—		—		1,470,000
Total		100,000	$	38.92		100,000		1,470,000

     The Company announced on October 21, 1999 that it was authorized to repurchase one million shares of its outstanding common stock. On October 19, 2000, the Company announced that it was authorized to repurchase an additional two million shares of its outstanding common stock. On July 15, 2004, the Company announced that it was authorized to repurchase an additional two million shares of its outstanding common stock bringing the cumulative total repurchase authorization to five million shares of the Company’s common stock. This additional authorization of two million shares is not included in the last column of the table above. There is no expiration date for these repurchase programs.

RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended June 30, 2004, the FCP Aptar Savings Plan (the “Plan”) purchased 797 shares of our common stock on behalf of the participants at an average price of $40.02 for an aggregate amount of $31,896. At June 30, 2004, the Plan owned 4,957 shares of our common stock. The employees of AptarGroup S.A.S. and Valois S.A.S., our subsidiaries, are eligible to participate in the Plan. All eligible participants are located outside of the United States. An independent agent purchases shares of common stock available under the Plan for cash on the open market and the Company issues no shares. The Company does not receive any proceeds from the purchase of common stock under the Plan. The agent under the Plan is Banque Nationale de Paris (BNP) Paribas Asset Management. No underwriters are used under the Plan. All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders was held on May 5, 2004. A vote was taken by ballot for the election of three directors to hold office until the 2007 Annual Meeting of Stockholders. The following nominees received the number of votes as set forth below:

Nominee	For		Withhold		Broker Non-Votes
Alain Chevassus		31,711,707		1,077,433	-0-
Stephen J. Hagge		31,300,678		1,488,462	-0-
Carl A. Siebel		31,535,623		1,253,517	-0-

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A vote was taken by ballot for the approval of the 2004 Stock Awards Plan and the 2004 Director Stock Option Plan.

	For	Against	Abstain	Broker Non-Votes
2004 Stock Awards Plan	22,863,159	6,375,574	915,326	2,635,081
2004 Director Stock Option Plan	24,191,986	5,034,385	927,687	2,635,082

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b)	On April 15, 2004 the Company furnished a report on Form 8-K, pursuant to Item 12 of Form 8-K, disclosing the press release of AptarGroup, Inc. dated April 15, 2004. *
	On April 16, 2004 the Company furnished a report on Form 8-K, pursuant to Item 12 of Form 8-K, disclosing the transcript for the webcast of the Company’s conference call dated April 16, 2004 due to technical difficulties during the live webcast. *
*	This report on Form 8-K has been furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AptarGroup, Inc
(Registrant)
By	/s/ Stephen J. Hagge
STEPHEN J. HAGGE
Executive Vice President, Chief
Financial Officer and Secretary
(Duly Authorized Officer and
Principal Financial Officer)
Date: July 30, 2004

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INDEX OF EXHIBITS

Exhibit
Number	Description
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.