West Pharmaceutical Services Inc – ‘10-K’ for 12/31/98

As of:  Thursday, 5/6/99   ·   For:  12/31/98   ·   Accession #:  105770-99-16   ·   File #:  1-08036

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10K98                                                 22±    97K 
 2: EX-3        Amended Articles                                      21     68K 
 3: EX-4        Certificate of Stock                                   3     12K 
 7: EX-10       Asset Purchase Agreement                              68    215K 
 4: EX-10       Bonus Plan                                             2     13K 
 5: EX-10       Designated Exec Officers                               8     32K 
 6: EX-10       Outside Directors                                      6     24K 
 8: EX-13       Annual Report                                         40±   166K 
 9: EX-21       Subsidiaries                                           2     10K 
10: EX-23       Consent Indepen Accts                                  1      7K 
11: EX-24       Power of Attorney                                      9     15K 
12: EX-27       Data Schedule                                          1      7K 

10-K   —   10K98
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     UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549

     FORM 10-K

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

     For the fiscal year ended December 31, 1998
                            ----------------
     Commission File Number 1-8036
                             ---------
WEST PHARMACEUTICAL SERVICES, INC.      
--------------------------------------  
      (Exact name of registrant as specified in its charter)

    Pennsylvania                              23-1210010
     ------------------------------------          -------------------
    (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)            Identification Number)

   101 Gordon Drive, PO Box 645, Lionville, PA          19341-0645
     ---------------------------------------------    ----------------
   (Address of principal executive offices)             (Zip Code)

    Registrant's telephone number, including area code  610-594-2900
                                                    ----------

Securities registered pursuant to Section 12(b) of the Act: 

       Title of each class   Name of each exchange on which registered
     -----------------------------------------------------------------
Common Stock, par value    New York Stock Exchange          
$.25 per share                                      

Securities registered pursuant to Section 12(g) of the Act: 

      None
      ----
     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.  Yes  X .  No    .       
                                 ---     ---
     Indicate  by  check  mark  if  disclosure  of  delinquent  filers
     pursuant to Item 405  of Regulation S-K is not  contained herein,
     and will not be contained, to the best of registrant's knowledge,
 in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to 
this Form 10-K.                                             

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     As of March 17, 1999, the Registrant had 15,099,072 shares of its
     Common  Stock outstanding.  The market value of Common Stock held
     by  non-affiliates  of  the  Registrant   as  of  that  date  was
$514,312,140.                                               

Exhibit Index appears on pages F-1, F-2, F-3, and F-4.      

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     DOCUMENTS INCORPORATED BY REFERENCE
      ------------------------------------
     Documents   incorporated  by   reference:  1)  portions   of  the
     Registrant's Annual Report to Shareholders for the Company's 1998
     fiscal  year  (the  "1998  Annual Report  to  Shareholders")  are
     incorporated by reference in Parts I  and II; and (2) portions of
     the   Registrant's   definitive  Proxy   Statement   (the  "Proxy
Statement") are incorporated by reference in Part III.      

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                                                                     2

      PART I

Item l.   Business                                          
--------                                

     The Company
     -----------

     West Pharmaceutical Services,  Inc. (formerly  The West  Company,
     Incorporated)  applies  value-added  services to  the  process of
     bringing  new drug  therapies and  healthcare products  to global
     markets.  West's technologies include the design and  manufacture
     of   packaging  components  for  pharmaceutical,  healthcare  and
     consumer products; the research and development of drug  delivery
     systems, and contract laboratory services and other services that
     support   the   manufacturing,    filling   and   packaging    of
     pharmaceutical, healthcare  and consumer products.  The Company's
     activities are  organized in  three  operating segments:  1)  the
     Device Product  Development segment (consisting of  four regional
     business units serving global markets) designs, manufactures, and
     sells  stoppers,   closures,   medical  device   components   and
     assemblies  made  from elastomers,  metal and  plastics;   2) the
     Contract  Services  segment  (consisting  of two  business  units
     serving  the  United States  and  Puerto  Rico markets)  provides
     contract manufacturing  and  contract packaging  services to  the
     pharmaceutical   and  personal   care  industries   and  contract
     laboratory services  for testing injectable  drug packaging;  and
     3) the Drug Delivery Research and Development segment (consisting
     of two  business units)  identifies  and develops  drug  delivery
     systems for biopharmaceutical  and other drugs  to improve  their
     therapeutic  performance and/or  their method  of administration.
     As of December  31, 1998,  the Company and  its subsidiaries  had
4,800 employees.                                            

     The Company, a Pennsylvania business corporation, was founded  in
     1923.   The executive  offices of the Company  are located at 101
     Gordon Drive, PO  Box 645, Lionville,  Pennsylvania   19341-0645,
     approximately 35  miles from Philadelphia.   The telephone number
     at the Company's executive  offices is 610-594-2900.  As  used in
     this  Item,  the  term  "Company"  includes  West  Pharmaceutical
     Services,  Inc. and  its  consolidated subsidiaries,  unless  the
context otherwise indicates.                                

      Device Product Development
      Principal Products
      --------------------------------------------------------

Pharmaceutical Stoppers                                     
-----------------------                                     
     The Company is  the world's largest  independent manufacturer  of
     stoppers  for  sealing   drug  vials  and  other   pharmaceutical
     containers. Several hundred  proprietary formulations are  molded
     from natural  rubber and synthetic  elastomers into a  variety of

                                                                     3

     stopper  sizes,  shapes and  colors.   The  stoppers are  used in
     packaging serums, vaccines, antibiotics, anesthetics, intravenous
solutions and other drugs.                                  

     Most stopper formulations are specially designed to be compatible
     with  drugs so that the drugs will remain effective and unchanged
     during storage.  New rubber compounds must be tested to show that
     they  do  not leach  into the  customer's  product or  affect its
     potency,   sterility,  effectiveness,  color  or  clarity.    The
     Company's   laboratories     conduct   tests  to   determine  the
     compatibility of  its stoppers with customers' drugs  and, in the
     United  States, file  formulation information  with the  Food and
     Drug   Administration  in   support   of   customers'  new   drug
applications.                                               

     Stoppers usually are washed, sterilized and subject to other pre-
     use  processes by the customer  or a third-party  before they are
     fitted  on the  container.   However,  the  Company has  recently
     introduced a value-added line of stoppers that are pre-washed and
     ready to  be sterilized, eliminating several  steps in customers'
     incoming processes.  The Company is also marketing a line of pre-
     sterilized  stoppers   that  can  be  introduced   directly  into
customers' sterile drug-filling operations.                 

Metal Seals                                                 
-----------                                                 
     The Company also offers a broad line of aluminum seals in various
     sizes,  shapes and colors.   The seals are  crimped onto glass or
     plastic pharmaceutical  containers to hold the  stoppers securely
     in place. The top of aluminum seals often contains tamper-evident
     tabs or plastic covers, which must be removed before the drug can
be withdrawn.                                               

     Some  aluminum seals are sold with specially formulated rubber or
     elastomeric discs  pre-fitted inside  the  seal.   These  "lined"
     seals may  be placed directly onto  the pharmaceutical container,
thus eliminating the need for a separate stopper.           

Other Products                                              
---------------                                             
Other products for the pharmaceutical industry include:     

          Products  used in  the packaging  of  non-injectable drugs
            such as  rubber dropper bulbs, plastic  contraceptive drug
            packages and  child-resistant and  tamper-evident  plastic
closures                                      

          Plastic  bottles  and  containers  for the  pharmaceutical
industry                                      

          Rubber and  plastic  components for  empty and  pre-filled
            disposable syringes  such  as plungers,  hubs  and  needle
covers                                        

                                                                     4

          Blood-sampling system  components, including  vacuum  tube
            stoppers and needle  valves, and a  number of  specialized
            rubber and plastic  components for blood-analyzing systems
and other medical devices                     

          Disposable infant nursers and individual nurser components

     The Company  also  manufactures  a wide  range  of  standard  and
     custom-designed  plastic  threaded caps  and  containers for  the
     personal-care industry.  The caps, produced mainly for  cosmetics
     and toiletries,  come in  many  different sizes  and colors.  The
     Company  also makes  closures for  food and  beverage processors.
     The Company  focuses its efforts on  multiple-piece closures that
require high-speed assembly.                                

Product Development                                         
------------------------                                    
     The Company  maintains  its  own  laboratories  for  testing  raw
     materials  and finished  goods to  assure conformity  to customer
     specifications  and to  safeguard  product quality.    Laboratory
     facilities  are  also  used  for  development  of  new  products.
     Engineering staffs are responsible for product and tooling design
     and testing  and for the  design and  construction of  processing
     equipment.    In  addition,   a  corporate  product   development
     department   develops  new   packaging   and   device   concepts.
     Approximately 120  professional employees were engaged  full time
     in  these  activities  in  1998.    Development  and  engineering
     expenditures for the creation and application of new and improved
     device  products and  manufacturing processes  were approximately
     $9.2 million in  1998, $8.8 million in  1997 and $8.9 million  in
1996, net of cost reimbursements by customers.              

Recent Developments                                         
-------------------                                         
     The Company has taken  steps to expand its product  offerings and
     improve   competitiveness  of  its   Device  Product  Development
operating segment.                                          

     The Company  increased its capacity  in the components  area with
     the acquisition of Schubert  Seals A/S, a Danish  manufacturer of
     rubber  components   and  metal  seals   servicing  the  European
     pharmaceutical industry.   A 51% ownership  interest was acquired
     in  May  1994 and  the  remaining  49%  in December  1995.    The
     company's  name  was  recently  changed to  "West  Pharmaceutical
Services Danmark A/S."                                      

     In 1996 and 1997,  the Company implemented a major  restructuring
     plan  announced  in  1996.  The  plan  included  the  closing  or
     downsizing of  six manufacturing facilities, withdrawal  from the
     machinery  business  and  an  approximate  5%  reduction  in  the
     workforce.   The restructuring  was designed to  reduce the costs
     associated with multiple plant sites and shift certain production
     capacity  to  lower-cost  locations.    In  1998,  a  further  1%

                                                                     5

     reduction in the  workforce, made possible  by manufacturing  and
     other  operating  efficiencies,   was  announced.     (Additional
     information  pertaining  to these  activities is  incorporated by
     reference  to  the  Note  "Restructuring  Charges"  of  Notes  to
     Consolidated Financial Statements  of the 1998  Annual Report  to
Shareholders.)                                              

     In 1998, the Company acquired Betraine Limited, a company located
     in  the  U.K.,  which  manufactures  precision  injection  molded
     plastic components for  the healthcare  and consumer  industries.
     The  acquisition  expanded  global   capabilities  in  the   non-
injectable market.                                          

     Contract Services
      Principal Services
      --------------------------------

Contract Packaging and Contract Manufacturing               
---------------------------------------------               
     The Company entered  into the pharmaceutical  services market  in
     1995 with  its acquisition of Paco  Pharmaceutical Services, Inc.
     ("Paco").      Paco's  name   was   recently   changed  to   West
Pharmaceutical Services Lakewood, Inc. (West Lakewood).     

     West Lakewood  provides contract  manufacturing and packaging  of
     products  for  pharmaceutical  and  consumer-products  companies.
     With its  flexible manufacturing environment and  workforce, West
     Lakewood has  the  capability to  quickly undertake  to make  and
     package  products according to customers' specifications, usually
     employing customer-supplied raw materials.  Once the operation is
     complete, West  Lakewood delivers  the  finished product  to  the
customer for final sale and distribution to the end user.   

     Customers  typically use  West Lakewood  services on  a temporary
     basis  to   supplement  their  own   manufacturing  or  packaging
     capability   during  a   new-product   introduction  or   special
     promotion.    However,    West  Lakewood  does  retain  long-term
     business  in both  the manufacturing and  packaging areas.   West
     Lakewood  operates  facilities  in   Lakewood,  New  Jersey   and
Canovanas, Puerto Rico.                                     

     West Lakewood contract packaging and manufacturing processes  and
     services are subject to the Good Manufacturing Practice standards
     applicable to the  pharmaceutical industry as well as to numerous
     other federal  and  state  laws  and  regulations  governing  the
     manufacture, handling and packaging of drugs and other  regulated
substances.                                                 

     West   Lakewood   manufactures   liquids   and   creams,  solids,
suspensions, and powders.  These products produced include: 

headache and cold medications                   

skin lotions                                    

                                                                   6

deodorants                                      

toothpaste and mouthwash                        

          metaproterenol and albuterol, products used for inhalation
therapy.                                      

     West  Lakewood  contract-packaging services  include  the design,
  assembly and filling of a broad variety of packages, including

          "blister"  packages  (i.e.,  a plastic  film  with a  foil
backing)                                      

bottles and tubes                             

        laminated and other flexible pouches or strip packages

aluminum and plastic liquid cup containers    

paperboard specialty packages                 

        innovative tamper-evident and child-resistant packages

     Although the type of  package depends on the requirements  of the
     customer,  blister packaging  or bottles  typically are  used for
     tablets  and capsules  while aluminum  or plastic  cups, pouches,
     bottles and  tubes are  used for  liquids, creams,  ointments and
powders.                                                    

Contract Laboratory Services                                
-----------------------------                               
     In 1998, the Company established the contract laboratory services
     business,  which provides testing  services to analyze customers'
     injectable product  packaging.  Regulatory agencies  require drug
     companies  to  demonstrate  that  packaging  components  will not
     contaminate the  drug.  The  test data  is generated in  a format
     acceptable  for   U.S.  Food   and   Drug  Administration   (FDA)
     submissions.     The  services  offered  include  product/closure
     interaction testing,  extractables testing, moisture  analysis of
     closures,  particle  quantification/analysis,  quantification  of
     closure  surface  silicone,  and  other  custom  services.    The
     Company's laboratory complies  with applicable Good Manufacturing
 Practice standards and its laboratory will be FDA registered.

      Research and Development
     Drug Delivery Systems
     ---------------------------------------------------------

     In 1993,  the Company began developing  drug-delivery systems for
     bio-pharmaceuticals  and  other  drugs   that  are  difficult  to
     administer  effectively through  traditional  injectable or  oral
     routes.   Improving the therapeutic performance of these drugs in
     an economical fashion calls for sophisticated delivery solutions.

                                                                     7

     To  advance the  Company's  efforts in  this  area, in  1994  the
     Company began acquiring interests in DanBioSyst UK Ltd. (DBS)  in
     10% annual  increments; and in March 1998, acquired the remaining
     70%  ownership interest,  making DBS  a  wholly-owned subsidiary.
     DBS is a research  company located in Nottingham,  England, which
     specializes in identifying and developing systems for delivery of
     complex drug molecules,  or to  assist in delivering  drugs to  a
     specific site  in the body.   DBS engages in research  to develop
     these unique systems and  then patents this technology.   DBS has
     patents  or  patent applications  covering  a  range of  delivery
     platforms   including  nasal,  oral,  parenteral,  pulmonary  and
     rectal/vaginal.        DBS    enters   into    agreements    with
     biopharmaceutical and other drug companies, to apply its delivery
     system technology to the customers' drug  molecule to achieve the
desired result.                                             

     The   Company's  Lionville-based   resources  are   dedicated  to
     development of drug  delivery systems.  This  group's work, until
     recently,  was focused on the  Ocufit SR  system,  a silicone rod
     small  enough to  fit behind the  eyelid.   The Ocufit  SR can be
     designed  to release  a number  of different drugs  in predefined
     quantities over  time periods ranging  from two weeks  to several
     months without physical  intervention.   The Ocufit  SR is  being
     jointly developed with  Escalon Medical  Corporation, which  owns
     the  basic technology.  An Investigative New Drug Application was
     filed  with the FDA  late in 1998, and  Escalon is now conducting
     Phase  I clinical trials.  The Lionville group is also developing
     products based on DBS patented technology.   The current projects
     relate to  nasal delivery of leuprolide and  morphine and further
     development  of  the Targit   delivery  system,  a coated  starch
     capsule, designed to deliver medication to a specific site in the
body.                                                       

     The Company had 58 employees directly engaged in these activities
     as of December 31, 1998 and total expenses were $5.3 million, net
of revenues received, in 1998.                              

     Order Backlog
      --------------
     Device  product  orders  on  hand  at   December  31,  1998  were
     approximately  $90  million,   compared  with  approximately  $80
     million at  the end of 1997.  Orders on hand include those placed
     by customers for manufacture over a period of time according to a
     customer's schedule or upon confirmation by the customer.  Orders
     are generally  considered firm  when  goods are  manufactured  or
     orders  are   confirmed.    The  Company   also  has  contractual
     arrangements with a number of its customers, and products covered
     by  these contracts are included in the Company's backlog only as
orders are received from those customers.                   

     West Lakewood's twelve-month backlog of  unfilled customer orders
     was  approximately $18 million at  December 31, 1998 and December
     31, 1997.  Backlog is defined by West Lakewood  as orders written

                                                                     8

     and included in production schedules  during the next 12  months.
     Such orders generally  may be cancelled  by the customer  without
penalty.                                                    

     Raw Materials
      --------------

     The  Company uses three basic raw materials in the manufacture of
     its device products: rubber; aluminum;  and plastic.  The Company
     has been receiving adequate supplies of raw materials to meet its
     production  needs, and  it foresees  no  significant availability
problems in the near future.                                

     The Company is pursuing a supply chain management strategy, which
     involves purchasing from integrated  suppliers that control their
     own sources  of supply.  This strategy  has reduced the number of
     raw-materials  suppliers used by the Company.  In some cases, the
     Company  will purchase  raw  materials from  a  single source  to
     assure  quality and reduce  costs.   This strategy  increases the
     risks that the Company's  supply lines may be interrupted  in the
     event  of a supplier production problem.  These risks are managed
     by selecting suppliers with  multiple manufacturing sites, rigid-
     quality control  systems,  surplus  inventory  levels  and  other
     methods  of  maintaining    supply  in  case  of interruption  in
production.                                                 

      Patents and Licenses
     ---------------------
     The Company's device  products patents and  trademarks have  been
     useful  in establishing  the Company's  market share  and in  the
     growth of the Company's manufactured device product business  and
     may continue to be of value  in the future, especially in view of
     the  Company's  continuing  development of  its  own  proprietary
     products.   Nevertheless,  the  Company  does  not  consider  its
     current manufactured  device product business or  its earnings to
be materially dependent upon any single patent or trademark.

     Although not material at this time, the Company believes its drug
     delivery  development  capabilities  will  play  an  increasingly
     important role  in the future.   DBS  has a growing  portfolio of
     patented  technology, which is critical to  our success because a
     significant amount  of future  income is expected  to be  derived
from licensing this technology to customers.                

     Major Customers
     -----------------
     The  Company  provides   manufactured  device  components  and/or
     contract   services   to   major   pharmaceutical   and  hospital
     supply/medical  device  companies,  many of  which  have  several
     divisions with separate purchasing responsibilities.  The Company
     also   provides  contract-packaging   and  contract-manufacturing
     services for  many of the leading  manufacturers of personal-care
     products.   The Company  distributes  its products  and  services

                                                                     9

     primarily through  its  own sales  force but  also uses  regional
     distributors in the United States and Asia/Pacific.  The business
     units have  separate sales forces  but the Company  is increasing
     the sales  effort  of each  group to  sell all  of the  Company's
capabilities.                                               

     Becton Dickinson and Company ("B-D") accounted for  approximately
     12%  of the Company's 1998 consolidated net sales.  The principal
     products sold to B-D are  synthetic rubber, natural rubber, metal
     and plastic  components used  in  B-D's disposable  syringes  and
     blood  sampling  and analysis  devices.  The  Company expects  to
continue as a major B-D supplier.                           

     Excluding  B-D,  the next  ten  largest  customers accounted  for
     approximately 30%  of the  Company's  consolidated net  sales  in
     1998, but no one of these customers accounted for more than 5% of
1998 consolidated net sales.                                

     Competition
      ------------
     The Company  competes with several  companies, some of  which are
     larger  than  the  Company,  across  its  major  Device   Product
     Development product lines.  In addition, many companies worldwide
     compete with the Company for business related to specific product
     lines.   However, the Company  believes that it  supplies a major
     portion  of  the  U.S.  market  requirements  for  pharmaceutical
     elastomer and metal  packaging components and  has a  significant
share of the European market for these components.          

     Because of the special  nature of these products, competition  is
     based primarily on product design and performance, although total
     cost is  becoming increasingly  more important as  pharmaceutical
     companies initiate aggressive  cost-control measures across their
     entire operations.   Competitors  often compete on  the basis  of
     price.  The Company differentiates itself from its competition as
     a "full-service"  supplier, which  is  able to  provide  pre-sale
     compatibility  studies and other services and sophisticated post-
sale technical support on a global basis.                   

     The Company competes against numerous competitors in the field of
     plastic closures for consumer products, many  of which are larger
     than the Company and command dominant market shares.  The Company
     attempts to  differentiate itself through its  expertise in high-
speed assembly of multiple-piece closures.                  

     The U.S. contract-packaging and manufacturing service industry is
     highly  competitive.    For  packaging  services,  West  Lakewood
     competes with  three significant companies, only two of which are
     larger  than  it.    For  contract-manufacturing  services,  West
     Lakewood competes with four major competitors and several smaller
     regional companies; several of these competitors are larger  than
     it.  In addition, most domestic pharmaceutical companies maintain
     in-house manufacturing  and packaging  capabilities and at  times
     will offer their excess capacity  to manufacture or package other

                                                                    10

     companies'  products on a  contract basis.   However,  most large
     pharmaceutical   and   personal    healthcare   companies    have
     traditionally  made  extensive  use  of  contract  packagers  and
     manufacturers   during   times   of  peak   demand,   during  the
     introduction of a new  product and for production of  samples and
special product promotions.                                 

     Many companies provide proprietary  drug delivery technologies to
     the pharmaceutical and  biotech markets.   However, unlike  West,
     the majority of these companies are focused on a  single route of
     drug administration, and very few have capabilities necessary  to
     take drug  products through all stages of the development process
     and  commercial manufacture.   The  three largest  companies, the
     market  leaders, have  multiple-delivery technologies,  but their
     strong  franchises  are   in  oral,  controlled-release  delivery
     systems.   West's drug  delivery technologies, none  of which  is
     currently  in  commercial  production,  are in  less  competitive
segments that do not compete with the market leaders.       

     Environmental Regulations
     ---------------------------------------------------
     The  Company  does not  believe that  it  will have  any material
     expenditures relating to  environmental matters other  than those
     discussed in the Note "Commitments and Contingencies" of Notes to
     Consolidated Financial Statements  of the 1998  Annual Report  to
Shareholders, incorporated by reference herein.             

     International
     ---------------

     The   Note   "Affiliated   Companies"  and   the   Note  "Segment
     Information" of Notes to Consolidated Financial Statements of the
     1998  Annual Report  to Shareholders  are incorporated  herein by
reference.                                                  

     The  Company believes  that its  international business  does not
     involve a  substantially greater business risk  than its domestic
     business. Financial crises  in the Asia/Pacific  region and  more
     recently in our major markets in South America have resulted in a
     decline in demand  for the Company's  products in these  regions;
     however,  direct  sales  to  customers  in  these  markets   have
     historically not been significant, representing less than 10%  of
consolidated sales.                                         

     The  Company's financial  condition and  results are  impacted by
     fluctuations in  exchange-rate  markets (See  Notes  "Summary  of
     Significant Accounting  Policies - Foreign  Currency Translation"
     and "Other  Income (Expense)" of Notes  to Consolidated Financial
     Statements   of  the   1998   Annual   Report  to   Shareholders,
     incorporated herein  by reference).   Hedging by  the Company  of
     these exposures is  discussed in the Note "Debt" and  in the Note
     "Financial   Instruments"  of  Notes  to  Consolidated  Financial

                                                                    11

     Statements   of  the   1998   Annual   Report  to   Shareholders,
incorporated herein by reference.                           

Item 2.   Properties                                        
-----------                             
     In the Device Product Development operating segment, the  Company
     maintains  nine  manufacturing  plants  and  two  mold  and   die
     production facilities  in the  United  States, one  manufacturing
     plant in Puerto Rico,  and a total of eight  manufacturing plants
     and two  mold and die production facilities  in Germany, England,
France, Denmark, Brazil and Singapore.                      

     In the Contract Services operating segment, the Company maintains
     one facility in the United States and one facility in Puerto Rico
     to   provide  contract  manufacturing   and  packaging  services.
     Contract  Laboratory  services are  provided  from  the Company's
Lionville, Pennsylvania facility.                           

     The Company's  executive offices,  U.S. research  and development
     center  and pilot  plant  are located  in  a leased  facility  at
     Lionville, Pennsylvania,  about 35 miles from  Philadelphia.  The
     Company conducts  drug delivery  research  and development  in  a
     leased  facility located  in  Nottingham, England.     All  other
     company facilities are used  for manufacturing and  distribution,
     and facilities in  Eschweiler, Germany are  also used for  device
product development activities.                             

     The production facilities of the Company are well-maintained, are
     operating  generally  on  a two-  or  three-shift  basis  and are
adequate for the Company's present needs.                   

     The principal facilities in the United States and Puerto Rico are
as follows:                                                 

     -  Approximately 839,000 square  feet of owned and 997,000 square
        feet of  leased space  in Pennsylvania,  New Jersey,  Florida,
Nebraska, North Carolina and Puerto Rico.             

The principal international facilities are as follows:      

     -  Approximately  530,000 square feet  of owned  space and 67,700
        square feet of leased space  in Germany, England,  Denmark and
France.                                               

 -  Approximately 69,000 square feet of owned space in Brazil.

    -  Approximately 92,000 square feet of owned space in Singapore.

       Of the aforementioned currently owned facilities, approximately
     354,000 square  feet  are  subject  to mortgages  to  secure  the
     Company's real estate  mortgage notes.   See the  Note "Debt"  of
     Notes  to Consolidated  Financial Statements  of the  1998 Annual

                                                                    12

     Report to Shareholders, which information  is incorporated herein
by reference.                                               

        Sales  office  facilities in  separate  locations  are  leased
under short-term arrangements.                              

        The Company also holds for sale former  manufacturing facility
space in Puerto Rico - totaling 42,000 square feet.         

Item 3.   Legal Proceedings.                                
-----------------                       
None                                                        

                                                                    13

 Item 4.   Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------
None.                                                       

Item 4 (a) Executive Officers of the Registrant             
-----------------------------------------     

     The  executive officers of the Company at  March 31, 1999 were as
follows:                                                    
          
                                                                [Download Table]
                                                                 
                                                                 
                                                                 
Name                  Age Business  Experience  During Past  Five
                          Years                                  
----                  --- ---------------------------------------
George R. Bennyhoff1  55  Senior Vice  President, Human Resources
                          and Public Affairs.                    

Jerry E. Dorsey1      54  President  and Chief  Operating Officer
                          since   September    1998,   previously
                          Executive  Vice   President  and  Chief
                          Operating  Officer  from  June 1994  to
                          August   1998;  Group   President  from
                          August  1993  to June  1994; President,
                          Health Care  Division from May  1992 to
                          July 1993 for the Company.             

Steven A. Ellers1     48  Senior   Vice   President   and   Chief
                          Financial  Officer  since  March  1998;
                          previously Group  President from August
                          1997 to February  1998; Corporate  Vice
                          President,  Sales  from  April 1996  to
                          July  1997; Vice  President, Operations
                          from  June  1994  to March  1996;  Vice
                          President  Asia/Pacific   and  Managing
                          Director,  Singapore  from May  1990 to
                          May 1994 for the Company.              

John R. Gailey III1   44  Vice  President  since  December  1995,
                          General  Counsel  since  May  1994  and
                          Secretary.                             

Stephen M. Heumann1   57  Vice  President  since  May   1994  and
                          Treasurer.                             

Lawrence P. Higgins1  59  Vice  President,  Operations since  May
                          1996 and prior  to joining the  Company
                          an  international  business  consultant
                          from  1994  to  1996  and  Senior  Vice
                          President International Operations  for
                          Revlon,  Inc.,   a  cosmetics  company,
                          from 1992 to 1994.                     

1  Holds  position as corporate officer  elected by the  Board of
Directors for one year term.                                     

                                                               14

Name                  Age Business  Experience  During Past  Five
                          Years                                  
----                  --- ---------------------------------------
William G. Little1    56  Chairman  of the Board  since May 1995,
                          Director  and  Chief Executive  Officer
                          for  the Company  and President  of the
                          Company until September 1998.          

Donald E. Morel, Jr.1 41  Group   President  since   March  1998;
                          previously,  Corporate Vice  President,
                          Scientific  Services  from May  1995 to
                          February 1998; Vice President, Research
                          &  Development from August  1993 to May
                          1995   and   prior   thereto   Director
                          Research  &  Development,  Health  Care
                          Products  Division  from  May  1993  to
                          August 1993 for the Company.           

Anna Mae Papso1       55  Vice President and Corporate Controller

Anthony A. Sinkula    61  Vice  President  and  Chief  Scientific
                          Officer  since July  1998 and  prior to
                          joining  the  Company  a consultant  to
                          several major  pharmaceutical companies
                          and the National Cancer Institute.     

                                                                      
     1  Holds  position as corporate officer  elected by the  Board of
Directors for one year term.                                

                                                                    15

     PART II

     Item 5.   Market  for  Registrant's  Common  Equity  and  Related
Stockholder Matters                     
          --------------------------------------------------

     The  Company's common  stock  is listed  on  the New  York  Stock
     Exchange  and the  high and  low prices  for  the stock  for each
calendar quarter in 1998 and 1997 were as follows:          
          
                                                                [Download Table]
                                                                       
                                                                              

                                                                              
             First        Second       Third       Fourth                     
            Quarter       Quarter     Quarter      Quarter        Year        
           High  Low    High   Low   High  Low    High  Low    High   Low     
   1998    321/4 2815/16   33     28     30   25    3511/16  27   3511/16   25
   1997    291/4  27     30    27    343/16  281/2 351/16   28    351/16   27 
                                                                             
     As  of December 31, 1998,  the Company had  1,903 shareholders of
     record.   There were also  2,900 holders of  shares registered in
     nominee  names.   The  Company's  common stock  paid  a quarterly
     dividend of $.14 per share in each of the first three quarters of
     1997; $.15  per share in the  fourth quarter of 1997  and each of
     the  first three  quarters of  1998; and  $.16 per  share in  the
fourth quarter of 1998.                                     

Item 6. Selected Financial Data.                            
-----------------------                     
     Information  with  respect to  the  Company's  net sales,  income
     (loss) from consolidated operations, income (loss) before  change
     in accounting  method, income (loss) before  change in accounting
     method per share (basic and assuming dilution) and dividends paid
     per  share  is  incorporated  by  reference  to  the  line  items
     corresponding  to those  categories under  the  heading "Ten-Year
     Summary - Summary  of Operations"  of the 1998  Annual Report  to
     Shareholders. Information with respect  to total assets and total
     debt is incorporated by reference to the line items corresponding
     to  those categories under the  heading "Ten-Year Summary - Year-
     End   Financial  Position"   of   the  1998   Annual  Report   to
Shareholders.                                               

     Item 7. Management's   Discussion   and  Analysis   of  Financial
Condition and Results of Operations.        
             ---------------------------------------------------------
     The information  called  for  by  this Item  is  incorporated  by
     reference to the text appearing in the "Financial Review" section
of the 1998 Annual Report to Shareholders.                  

     Item 7A.  Quantitative  and Qualitative  Disclosure about  Market
Risk                                                        
              --------------------------------------------------------
     The  information  called for  by  this  Item is  incorporated  by
     reference to  the  Notes  "Financial  Instruments",  "Summary  of
     Significant  Accounting   Policies"  of  Notes   to  Consolidated
   Financial Statements of the 1998 Annual Report to Shareholders.

                                                                    16

Item 8. Financial Statements and Supplementary Data.        
------------------------------------------- 
     The information  called  for  by  this Item  is  incorporated  by
     reference  to  "Consolidated  Financial  Statements",  "Notes  to
     Consolidated  Financial Statements", and "Quarterly Operating and
     Per  Share  Data  (Unaudited)"  of  the  1998  Annual  Report  to
Shareholders.                                               

      Item 9.  Changes  in   and  Disagreements   With  Accountants   on
Accounting and Financial Disclosure.      
             -------------------------------------------------------

None.                                                       

      PART III

Item 10. Directors and Executive Officers of the Registrant.
         ---------------------------------------------------
     Information called for by this Item is incorporated  by reference
     to "PROPOSAL #1: ELECTION OF DIRECTORS" and "OWNERSHIP OF COMPANY
STOCK" in the Proxy Statement.                              

     Information about executive officers of the Company is set  forth
in Item 4 (a) of this report.                               

Item 11. Executive Compensation.                            
-----------------------                   
     Information  called for by this Item is incorporated by reference
     to  "INFORMATION   ABOUT  THE   BOARD  AND  BOARD   COMMITTEES  -
     Compensation of Directors";  "BOARD COMPENSATION COMMITTEE REPORT
     ON EXECUTIVE COMPENSATION"; and  "COMPENSATION OF NAMED EXECUTIVE
OFFICERS" contained in the Proxy Statement.                 

     Item 12. Security  Ownership  of  Certain  Beneficial  Owners and
Management.                               
         ---------------------------------------------------
     Information  called for by this Item is incorporated by reference
     to "OWNERSHIP OF COMPANY STOCK" contained in the Proxy Statement.

Item 13. Certain Relationships and Related Transactions.    
     -----------------------------------------------
None                                                        
     PART IV

     Item 14. Exhibits, Financial  Statement Schedules and  Reports on
Form 8-K.                                 
             -------------------------------------------------------

     (a)  1.   The   following   report  and   consolidated  financial
               statements,  included  in  the  1998  Annual  Report to
               Shareholders,   have   been   incorporated  herein   by
reference:                              

                                                          17

       Consolidated Statements of Income for the years ended
December 31, 1998, 1997 and 1996              

 Consolidated    Statements   of   Comprehensive
 Income for the  years ended December 31,  1998,
1997 and 1996                                 

       Consolidated  Balance Sheets at December 31, 1998 and
1997                                          

       Consolidated Statements of  Shareholders' Equity  for
  the years ended December 31, 1998, 1997 and 1996

       Consolidated Statements of  Cash Flows for  the years
ended December 31, 1998, 1997 and 1996        

Notes to Consolidated Financial Statements    

Report of Independent Accountants             

(a) 2.    Supplementary Financial Information               

       Schedules  are omitted  because they  are either  not
       applicable, not required or  because the  information
       required is  contained in the consolidated  financial
statements or notes thereto.                  

(a)  3.   See Index to Exhibits  on pages F-1, F-2,  F-3 and
F-4 of this Report.                     

(b)    There were  no  reports  on  Form  8-K filed  by  the
Company in the fourth quarter of 1998.        

(c)    The  exhibits are listed in the  Index to Exhibits on
pages F-1, F-2, F-3 and F-4 of this Report.   

(d)    Financial  Statements  of   affiliates  are   omitted
       because they do not meet  the tests of a  significant
subsidiary at the 20% level.                  

                                                          18

      SIGNATURES

     Pursuant  to the  requirements  of Section  13  or 15(d)  of  the
     Securities Exchange  Act of 1934,  West Pharmaceutical  Services,
     Inc. has  duly caused this report  to be signed on  its behalf by
the undersigned, thereunto duly authorized.                 

                              WEST PHARMACEUTICAL SERVICES, INC.
                                (Registrant)

                   By /s/ Steven A. Ellers
                            --------------------------------
            Steven A. Ellers
                 Senior Vice President
                       and Chief Financial Officer

          March 31, 1999
                            --------------------------------
Date

Pursuant to the requirements  of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities   
and on the dates indicated.                                               
   
                                                                [Download Table]
                                                                           
                                                                           
                                                                           
      Signature                       Title                   Date         
     ---------                        ------                 -------       
            William G. Little        Chairman, Director    March 31, 1999  
---------------------------------    and Chief Executive                   
William G. Little                    Officer                               
  (Principal Executive Officer)                                            

             Tenley E. Albright      Director               March 31, 1999 
-----------------------------------                                        
Tenley E. Albright *                                                       

             John W. Conway          Director               March 31, 1999 
___________________________________                                        
John W. Conway*                                                            

             George W. Ebright        Director              March 31, 1999 
------------------------------------                                       
George W. Ebright*                                                         

             Steven A. Ellers         Senior Vice President March 31, 1999 
------------------------------------  and Chief Financial                  
Steven A. Ellers                      Officer                              

          L. Robert Johnson           Director              March 31, 1999 
------------------------------------                                       
L. Robert Johnson*                                                         

           William H. Longfield       Director              March 31, 1999 
--------------------------------------                                     
William H. Longfield*                                                      

                                                                     20    

      Signature                         Title                   Date       
     ---------                          ------                 -------     
           John P. Neafsey              Director            March 31, 1999 
--------------------------------------                                     
John P. Neafsey*                                                           

              Anna Mae Papso             Vice President     March 31, 1999 
--------------------------------------   and Corporate Controller          
Anna Mae Papso                                                             
       (Principal Accounting Officer)                                      

                                         Director           March 31, 1999 
---------------------------------------                                    
Monroe E. Trout                                                            

             Anthony Welters              Director          March 31, 1999 
---------------------------------------                                    
Anthony Welters*                                                           

             J. Roffe Wike, II            Director           March 31, 1999
---------------------------------------                                    
J. Roffe Wike, II*                                                         

             Geoffrey F. Worden           Director           March 31, 1999
----------------------------------------                                   
Geoffrey F. Worden*                                                        

                                                                             
*  By William G. Little pursuant to a power of attorney.                  

                                                                    21

     INDEX TO EXHIBITS
   
                                                                [Download Table]
                                                                               
                                                                               
                                                                               
Exhibit                                                                        
Number                                                                         

(3) (a)   Amended  and  Restated  Articles  of Incorporation  of  the          
          Company through January 4, 1999.                                     

(3) (b)   Bylaws of the Company, as amended through October 27, 1998,          
          incorporated  by   reference  to  Exhibit   (3)(b)  to  the          
          Company's  Form 10-Q  for the  quarter ended  September 30,          
          1998 (File No. 1-8036).                                              

(4) (a)   Form of stock certificate for common stock.                          

(4) (b)   Flip-In Rights  Agreement between the Company  and American          
          Stock Transfer &  Trust Company, as Rights  Agent, dated as          
          of January 16, 1990, incorporated by reference to Exhibit 1          
          to the Company's Form  8-A Registration Statement (File No.          
          1-8036).                                                             

(4) (c)   Flip-Over Rights Agreement between the Company and American          
          Stock Transfer & Trust Company,  as Rights Agent, dated  as          
          of January 16, 1990, incorporated by reference to Exhibit 2          
          to the Company's Form  8-A Registration Statement (File No.          
          1-8036).                                                             

(9)       None.                                                                

(10) (a)  Lease  dated   as  of   December  31,  1992   between  Lion          
          Associates, L.P. and the Company,  relating to the lease of          
          the Company's headquarters in Lionville,  Pa., incorporated          
          by reference to  the Company's Annual  Report on Form  10-K          
          for the year ended December 31, 1992 (File No. 1-8036).              

(10) (b)  First  Addendum to Lease dated  as of May  22, 1995 between          
          Lion  Associates, L.P.  and  the  Company, incorporated  by          
          reference to the  Company's Annual Report on Form  10-K for          
          the year ended December 31, 1995 (File No. 1-8036).                  

(10) (c)  Long-Term  Incentive  Plan,  as  amended   March  2,  1993,          
          incorporated by reference to the Company's Annual Report on          
          Form 10-K for the year ended December 31, 1992 (File No. 1-          
          8036).                                                               

(10) (d)  Amendments to the Long Term Incentive Plan, dated April 30,          
          1996, incorporated  herein by  reference  to the  Company's          
          Form  10Q for the quarter ended  June 30, 1996 (File No. 1-          
          8036).                                                               

(10) (e)  Executive Incentive Bonus Plan 1999.                                 

                                                                             22

                                     F - 1                                     

Exhibit                                                                        
Number                                                                         

(10) (f)  Non-Qualified Stock Option Plan for Non-Employee Directors,          
          reflecting  amendments effective  April 30, 1996  and April          
          28,  1998  incorporated  by  reference   to  the  Company's          
          Quarterly Report on Form  10-Q for the quarter ended  March          
          31, 1998 (File No. 1-8036).                                          

(10) (g)  Form of amended and  restated agreement between the Company          
          and  certain of  its  executive  officers, incorporated  by          
          reference to  the Company's  Quarterly Report on  Form 10-Q          
          for the quarter ended March 31, 1998 (File No.1-8036).               

(10) (h)  Schedule   of   agreements    with   executive    officers,          
          incorporated herein by reference to the Company's Quarterly          
          Report on Form  10Q for  the quarter ended  March 31,  1998          
          (File No.1-8036).                                                    

(10) (i)  Supplemental  Employees'  Retirement Plan,  incorporated by          
          reference  to the Company's Annual  Report on Form 10-K for          
          the year ended December 31, 1989 (File No. 1-8036).                  

(10) (j)  Amendment No. 1 to Supplemental Employees' Retirement Plan,          
          incorporated by reference to the Company's Annual Report on          
          Form 10-K for the year ended December 31, 1995 (File No. 1-          
          8036).                                                               

(10) (k)  Amendment No. 2 to Supplemental Employees' Retirement Plan,          
          incorporated by reference to the Company's Quarterly Report          
          on  Form 10-Q for the period ended September 30, 1995 (File          
          No. 1-8036).                                                         

(10) (l)  Retirement Plan for Non-Employee Directors  of the Company,          
          as amended April 28, 1998, incorporated by reference to the          
          Company's  Quarterly Report  on Form  10-Q for  the quarter          
          ended March 31, 1998 (File No. 1-8036).                              

(10) (m)  Employment Agreement dated May 20, 1991 between the Company          
          and  William G.  Little, incorporated  by reference  to the          
          Company's  Annual Report on  Form 10-K  for the  year ended          
          December 31, 1991 (File No. 1-8036).                                 

(10) (n)  Non-Qualified  Deferred  Compensation  Plan for  Designated          
          Executive Officers and Amendments Nos. 1 and 2 thereto.              

(10) (o)  Non-qualified  Deferred  Compensation   Plan  for   Outside          
          Directors and Amendment No. 1 thereto.                               

                                                                             23

                                     F - 2                                     

Exhibit                                                                        
Number                                                                         

(10) (p)  Lease  Agreement,  dated  August  31,  1978,  between  Paco          
          Packaging, Inc. and  Nineteenth Lakewood Corp., as  amended          
          by  Amendment of  Lease,  dated November  30, 1978,  Second          
          Amendment of  Lease, dated August 6,  1979, Third Amendment          
          of  Lease,  dated July  24,  1980 and  Fourth  Amendment of          
          Lease, dated August 14,  1980, incorporated by reference to          
          the   Exhibits  to  Paco   Pharmaceutical  Services,  Inc's          
          Registration  Statement on  Form S-1, Registration  No. 33-          
          48754, filed with the Commission.                                    

(10) (q)  Fifth  Amendment of Lease, dated May 13, 1994, to the Lease          
          Agreement, dated  August 31, 1978, between  Paco Packaging,          
          Inc.   and  Nineteenth  Lakewood   Corp.,  incorporated  by          
          reference to the Exhibits  to Paco Pharmaceutical Services,          
          Inc.'s  Annual Report on Form 10-K for the year ended March          
          31, 1994 (File number 0-20324).                                      

(10) (r)  Lease  Agreement,  dated  December  9,  1977, between  Paco          
          Packaging, Inc. and New Oak Street Corp., as amended by the          
          Amendment to Lease Agreement, dated August 31, 1978, Second          
          Amendment of Lease, dated April 8, 1979 and Third Amendment          
          of  Lease,  dated   November  16,  1983,   incorporated  by          
          reference to the Exhibits to  Paco Pharmaceutical Services,          
          Inc.'s Registration Statement on Form S-1, Registration No.          
          33-48754, filed with the Commission.                                 

(10) (s)  Lease  Agreement, dated  April  7, 1986,  between Northlake          
          Realty  Co. Inc. and  Paco Packaging,  Inc., as  amended by          
          Amendment to Lease, dated July 1, 1986, Second Amendment of          
          Lease, dated June 15, 1987 between Paco Packaging and C. P.          
          Lakewood, L.  P., Agreement,  dated December 29,  1987, and          
          Lease  Modification Agreement,  dated  December  13,  1989,          
          incorporated  by   reference  to   the  Exhibits   to  Paco          
          Pharmaceutical Services, Inc.'s  Registration Statement  on          
          Form  S-1,  Registration  No.   33-48754,  filed  with  the          
          Commission.                                                          

(10) (t)  Collective Bargaining Agreement, dated December 1, 1997, by          
          and between Paco Pharmaceutical Services, Inc. and Teamster          
          Local 35 (affiliated with  the International Brotherhood of          
          Teamsters),  incorporated by  reference  to  the  Company's          
          Annual  Report on Form 10-K for the year ended December 31,          
          1997 (File No.1-8036).                                               

(10) (u)  1998 Key Employee Incentive Compensation  Plan, dated                
          March 10, 1998, incorporated by reference to the Company's           
          Annual Report on Form 10-K for the year ended                        
          December 31, 1997 (File No.1-8036).                                  

(10) (v)  Asset  Purchase  Agreement  Among   Collaborative  Clinical          
          Research,  Inc., GFI Pharmaceutical Services, Inc., and WCE          
          clinical Evaluations  and West Pharmaceuticals,  Inc. dated          
          December 28, 1998.                                                   

                                                                             24

                                     F - 3                                     
Exhibit                                                                        
Number                                                                         

(11)      Not Applicable.                                                      

(12)      Not Applicable.                                                      

(13)      Portions of 1998 Annual Report to Shareholders.                      

(16)      Not applicable.                                                      

(18)      None.                                                                

(21)      Subsidiaries of the Company.                                         

(22)      None.                                                                

(23)      Consent of Independent Accountants.                                  

(24)      Powers of Attorney.                                                  

(27)      Financial Data Schedules                                             

(99)      None.                                                                

                                                                             
     F - 4

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		5/7/99
Filed on:		5/6/99
		3/31/99		4					10-Q
		3/17/99		2
		1/4/99		4
For Period End:		12/31/98		1		4
		12/28/98		4
		10/27/98		4
		9/30/98		4					10-Q
		4/28/98		4
		3/31/98		4					10-Q,  NT 10-K
		3/10/98		4
		12/31/97		4					10-K,  NT 10-K
		12/1/97		4
		12/31/96		4					10-K
		6/30/96		4					10-Q
		4/30/96		4					DEF 14A
		12/31/95		4					10-K
		9/30/95		4					10-Q
		5/22/95		4
		5/13/94		4					10-Q
		3/31/94		4					10-Q
		3/2/93		4
		12/31/92		4
									List all Filings

15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/25/24  West Pharmaceutical Services Inc. 10-Q        3/31/24   85:26M
 2/20/24  West Pharmaceutical Services Inc. 10-K       12/31/23  127:35M
10/26/23  West Pharmaceutical Services Inc. 10-Q        9/30/23   86:9.4M
 7/27/23  West Pharmaceutical Services Inc. 10-Q        6/30/23   86:8.9M
 4/27/23  West Pharmaceutical Services Inc. 10-Q        3/31/23   85:7.6M
 2/21/23  West Pharmaceutical Services Inc. 10-K       12/31/22  122:16M
10/27/22  West Pharmaceutical Services Inc. 10-Q        9/30/22   82:9.8M
 7/28/22  West Pharmaceutical Services Inc. 10-Q        6/30/22   83:9.6M
 4/28/22  West Pharmaceutical Services Inc. 10-Q        3/31/22   84:7.8M
 2/22/22  West Pharmaceutical Services Inc. 10-K       12/31/21  124:27M                                    Workiva Inc Wde… FA01/FA
10/28/21  West Pharmaceutical Services Inc. 10-Q        9/30/21   83:9.7M
 7/30/21  West Pharmaceutical Services Inc. 10-Q        6/30/21   82:9.3M
 4/30/21  West Pharmaceutical Services Inc. 10-Q        3/31/21   83:7.7M
 2/23/21  West Pharmaceutical Services Inc. 10-K       12/31/20  129:17M
10/23/20  West Pharmaceutical Services Inc. 10-Q        9/30/20   87:11M