Edgar Filing: WEST PHARMACEUTICAL SERVICES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

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

For the fiscal year ended December 31, 2001

---------

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. [X]

As of March 26, 2002, the Registrant had 14,419,590 shares of its Common Stock
outstanding. The market value of Common Stock held by non-affiliates of the
Registrant as of that date was $432,587,700.

The Exhibit Index appears on pages F-1, F-2, F-3, F-4 and F-5.

DOCUMENTS INCORPORATED BY REFERENCE
------------------------------------

Documents incorporated by reference: (1) portions of the Registrant's Annual
Report to Shareholders for the Company's 2001 fiscal year (the "2001 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.

INTRODUCTORY NOTE
-----------------

West Pharmaceutical Services, Inc. is filing this amended Annual Report on Form
10-K for its fiscal year ended December 31, 2001, in order to restate Item 1, as
reported in the Company's Annual Report on Form 10-K filed on March 28, 2002, in
its entirety and to include as exhibits management contracts which were
inadvertently not included in the original filing.

PART 1

Item 1. Business

West Pharmaceutical Services, Inc. (the Company) applies value-added
technologies to the process of bringing new drug therapies and healthcare
products to global markets. The Company's technologies include drug formulation
research and development, clinical research and laboratory services, and the
design, development, and manufacture of components and systems for dispensing
and delivering pharmaceutical, healthcare, and consumer products.

During 2001 the Company consolidated operations into two operating segments:

1) the Pharmaceutical Systems 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 and provides contract laboratory services for testing injectable
drug packaging.

2) the Drug Delivery Systems 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. This segment also provides clinical research for Phase I, II,
III and IV studies and clinical and marketing research services mostly for
consumer products organizations.

As of December 31, 2001, the Company and its subsidiaries had 3,960 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.

Pharmaceutical Systems Segment
Principal Products/Services
----------------------------

Pharmaceutical Stoppers
-----------------------

The Company is one of the world's largest manufacturers of rubber and
elastomeric stoppers for sealing injectable drug vials and other pharmaceutical
containers, a ranking that is supported by primary market research and the
Company's own market resources. The Company offers several hundred proprietary
natural rubber and synthetic elastomer formulations, which are molded into a
variety of stopper sizes, shapes and colors. The stoppers are used in packaging
serums, vaccines, antibiotics, anesthetics, intravenous solutions and other
drugs and solutions. They are designed and manufactured to assure the integrity
of these solutions during the packaging and throughout the drug product's
approved shelf life.

Most stopper formulations are specially designed to be compatible with a given
drug so that the drug will remain safe and effective during storage. New
elastomeric components must be tested with each drug solution to show that
ingredients do not leach into the customer's product or affect the drug's
potency, sterility, effectiveness, color or clarity. The Company's laboratories
conduct tests to determine the compatibility of its rubber stoppers with
customers' drugs and, in the United States, file formulation information with
the Food and Drug Administration ("FDA"), which is used in support of customers'
new drug applications.

Rubber stoppers are usually washed, sterilized and subject to other pre-use
processes by the customer or a third party before they are fitted on the filled
container. The Company has introduced a value-added line of stoppers that are
pharmaceutically pre-washed and ready to be sterilized, eliminating several
steps in customers' incoming processes. The Company is also developing 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 that help its customers differentiate and distinguish its drug
solutions. The seals are crimped onto glass or plastic pharmaceutical containers
to hold the rubber stoppers securely in place. The top of the 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. In recent years, the Company has upgraded production processes for
metal seal manufacturing, clearly bringing them to state-of-the-art capability.

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

o 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;

o Plastic systems used for lyophilized drug reconstitution and delivery,
which are molded and fabricated in a clean room environment;

o Plastic containers, bottles, and closures for the consumer and medical
device and diagnostic markets;

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

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

o Closures and fitments used in intravenous drug delivery systems; and

o Disposable infant nursers and individual nurser components.

The Company also makes closures for food and beverage processors, focusing its
efforts on multiple-piece closures that require high-speed assembly.

Services
--------

The contract laboratory services business was established in 1998. This
business, provides a range of testing services for closures and similar drug
product packaging as well as the effect of packaging on the stability of a drug
product. Services include testing analysis for materials or other substances
that may leach from the packaging into the drug product over time; development
and validation of methods for conducting such testing; moisture analysis of
closures used to package moisture-sensitive drugs; quantification of closure
surface silicone; and other custom services.

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 95 professional employees were engaged in these
activities in 2001. Development and engineering expenditures for the creation
and application of new and improved device products and manufacturing processes
were approximately $10.0 million in 2001, $9.6 million in 2000, and $9.3 million
in 1999, net of cost reimbursements by customers.

Drug Delivery Systems Segment
------------------------------

Drug Delivery
-------------

Since 1993, the Company has been developing proprietary drug delivery systems
for various drug and biological products for which alternative methods and
routes of administration might improve therapeutic performance or the cost
effectiveness of the therapy. In furtherance of that effort, in 1998 the Company
completed the acquisition of DanBioSyst UK Ltd (DBS), a research and development
company located in Nottingham, England. DBS was re-named West Pharmaceutical
Services Drug Delivery & Clinical Research Center, Ltd. in 1999 and its
operations integrated with the Company's Lionville based drug delivery
development operation.

West Drug Delivery engages in both independent and client-funded research to
develop unique delivery technologies, patenting these where possible, and,
subject to any rights granted or ceded in connection with client funding,
retains the rights to exploit the patented technology. West Drug Delivery has
patents or patent applications covering a range of delivery technologies for
various routes of administration, including nasal, oral, parenteral, pulmonary,
rectal and vaginal. West Drug Delivery then seeks to license the technologies to
pharmaceutical companies for use in combination with their drug products.
Alternatively, West will develop unique versions of generic drug products, which
incorporate its proprietary delivery technologies, and then seek development and
marketing partners or licensees for the resulting products. West Drug Delivery
also maintains laboratory capabilities that support client and internal
development projects. Research and development expenditures for the drug
delivery business unit were $7.8 million in 2001, $7.5 million in 2000 and $4.9
million in 1999.

In 2001, West Drug Delivery's efforts were focused on: client-funded projects;
on the further development of proprietary formulations of the drugs morphine,
calcitonin, insulin, flu vaccine, and leuprolide, all using the Company's
patented chitosan-based nasal delivery system (ChiSysTM) ; and on the
development of a proprietary formulation of budesonide (a steroid) using the
Company's TargitR system, an orally administered, specially coated, starch
capsule system designed to bypass normal digestion and deliver the drug to the
colon for local and systemic effect. The nasal morphine product was licensed to
a third party for further development in 2000 and phase II clinical trials for
nasal morphine were completed in 2001. The ChiSysTM technology was licensed to a
third party for delivery of a flu vaccine in 2001; phase II clinical trials for
the nasal flu vaccine were also completed in 2001. Phase I trials for nasal
leuprolide, nasal insulin, and TargetR budesonide were also completed in 2001.

Clinical Services
-----------------

In April 1999, the Company acquired the Clinical Services division of
Collaborative Clinical Research, Inc. Clinical Services operates two distinct
divisions and is a business unit within the Drug Delivery Systems segment. The
two business divisions, which are described more fully below, are: a Phase I-
through- IV Clinical Trial research facility (the "GFI Research Center"); and a
clinical research organization ("CRO") that conducts marketing and clinical
research studies for customers' prescription drugs, consumer products, and
over-the-counter (OTC) switch projects.

The GFI Research Center performs human Phase I through Phase IV clinical
research trials, which are conducted on behalf of applicants seeking marketing
approval for their drug. The GFI Research Center performs these services at its
80-bed unit located in Evansville, Indiana.

In conducting the trials, the GFI Research Center contracts with licensed
physicians who help develop testing protocols and oversee the administration of
individual trials. In addition, an Institutional Review Board, an independent
committee that includes medical and non-medical personnel charged with
protecting the interest of study subjects, is involved in protocol development
and other aspects of the clinical trial. The GFI Research Center employs a staff
of approximately 100 people, including nurses, medical technicians and other
support staff.

West Consumer Healthcare Research (WCHR) is a niche CRO serving the biotech and
pharmaceutical industries. WCHR conducts a unique blend of marketing research
and clinical research "under one roof." These services include Phase III, Phase
IV, Rx-to-OTC switch work and specialty work in naturalistic studies including
label and package insert comprehension, consumer self-selection, self-diagnosis,
and actual use studies. In addition, WCHR performs claims substantiation
studies, experience trials, volumetric forecasting on IND drugs, and other
unique and customized research solutions that include clinical and/or marketing
research objectives. The Company has access to market research sites and
clinical sites across the United States and utilizes a central medical
operations group comprised of nurses and physicians for many of its studies.

Clinical Services' contracts provide a fixed price for each component or service
delivered. The ultimate contract value depends on such variables as the number
of research sites selected, the number of patients enrolled and other services
required by sponsors. These contracts range in duration from several months up
to two years. As services are performed over the life of the contract, revenue
is earned under the percentage-of-completion method utilizing units of delivery.
Costs associated with contract revenue are recognized as incurred. Cash flows
vary with each contract, although generally a portion of the contract fee is
paid at the time the trial begins, with the balance paid as pre-determined
contract milestones are satisfied. Pre-payments received are recorded as a
liability under "deferred revenue" until work has been completed and revenue has
been earned. Generally, sponsors may terminate a contract with the Company with
or without cause. In the event of termination, the Company is entitled to
payment for all work performed through the termination date and for costs
associated with termination of the study.

The Company may be subject to claims arising from the personal injury or death
of persons participating in clinical trials, the professional malpractice of the
physicians with whom the Company has contracted or the actions of its own
employees in conducting the trials. The Company believes that these risks are
mitigated by several factors. First, the physicians who perform the studies are
required to carry their own malpractice insurance. Second, review by an
Institutional Review Board helps to ensure that the trial is run safely and
appropriately. Third, all study subjects are required to sign an informed
consent prior to their participation in a particular study. Finally, regulations
governing the conduct of clinical trials and the protection of human subjects
place responsibility for proper study conduct and the protection of study
subjects directly on the

principal investigator at each location where a study is performed.

To further reduce its exposure to liability, the Company typically obtains
indemnification from the trial sponsors, and in some cases, from investigators
and affiliated sites contracted by the Company on behalf of the sponsor.
However, the indemnification excludes actions by the Company such as negligence
or misconduct, and the terms of each indemnification provision may vary. The
Company does not believe that it is exposed to significant liability by the
market research and other similar activities conducted by WCHR.

Government Regulation
---------------------

The Food and Drug Administration ("FDA") extensively regulates under the Food,
Drug and Cosmetic Act and FDA regulations the research, development, testing,
manufacture, labeling, promotion, advertising, distribution and marketing of
drugs. The Company's businesses are involved in a number of activities that the
FDA regulates.

The Company's contract laboratory, which performs certain services for drug
manufacturers, is subject to the FDA's current good manufacturing practices
("cGMP") regulations. It must also register as a contract laboratory with the
FDA. Such contract laboratories are subject to periodic inspections by the FDA.
The Drug Enforcement Administration has licensed the contract laboratory to
handle and store controlled substances.

The Company's drug packaging components, including stoppers, seals and syringes,
are used to package drug products that are regulated by the FDA. To accommodate
the needs of its customers, which manufacture drug products, the Company must
maintain detailed written procedures for the receipt, identification, storage,
handling, sampling, testing and approval or rejection of its products. Before
shipment, samples from each lot of components must be tested for conformance
with applicable written requirements. Manufacturing facilities must establish
and conform to written procedures for production and process controls and must
create and retain records for a specified period of time.

The FDA regulates the work of the GFI Research Center in certain clinical
trials. GFI must comply with the FDA's regulations applicable to activities a
sponsor of certain trials delegates to it, such as recruitment of study
subjects, documentation of the study, and conducting and monitoring the trial.
In addition, the FDA regulates the conduct and activities of the GFI's
Institutional Review Board.

To be approved for marketing in the United States, drugs must undergo an
extensive development and approval process designed to ensure that only those
products proven to be safe and effective are made available to the public. As
part of that process, applicants seeking approval must conduct, through
hospitals and other clinical research facilities, a series of clinical tests of
the drug on humans. These clinical trials involve the administration or use of a
drug in progressively larger populations of human volunteers,

and in some cases, over long periods of time and in higher doses. Human clinical
trials are a critical component of the drug development process as the FDA's
ultimate approval for marketing of an applicant's drug will depend in large
measure on the data and information obtained during the clinical trial work.

Clinical trials involve the administration of the investigational drug to human
subjects under the supervision of qualified investigators. Clinical trials are
conducted under protocols detailing the objectives of the study, the parameters
to be used in monitoring safety, and the effectiveness criteria to be evaluated.
Each protocol must be submitted to the FDA as part of the investigational new
drug exemption.

Clinical trials typically are conducted in three sequential phases, but the
phases may overlap or be combined. Each trial must be reviewed and approved by
the Institutional Review Board before it can begin. Phase I usually involves the
initial introduction of the investigational drug into people to evaluate its
safety, dosage tolerance, pharmacodynamics, and, if possible, to gain an early
indication of its effectiveness. Phase II usually involves trials in a limited
patient population to evaluate dosage tolerance and appropriate dosage; identify
possible adverse effects and safety risks; and evaluate preliminarily the
efficacy of the drug for specific indications.

Phase III trials usually further evaluate clinical efficacy and test further for
safety by using the drug in its final form in an expanded patient population.
The FDA sometimes requires Phase IV studies to be conducted after a drug has
been approved for marketing. These studies are used to monitor the long-term
risks and benefits of a particular drug, to study the effect of alternative
dosage levels, or to evaluate the safety and efficacy of a drug in targeted
patient populations.

Recent Developments
-------------------

The Company has taken steps to expand its product offerings and improve the
competitiveness of each of its operating segments.

In November 2001, the Company sold all the operating assets of its contract
manufacturing and packaging business unit to DPT Lakewood, Inc., an affiliate of
DPT Laboratories, Ltd. and DFB Pharmaceuticals, Inc. The sales price totaled
$29.8 million, consisting of $28 million of cash and a $1.8 million note due in
2003. The sale resulted in a net loss of $25.2 million, or $1.76 per share. The
balance of the proceeds received was used to repay outstanding debt. Following
the sale, the Company announced that it had consolidated its operations into two
segments: Pharmaceutical Systems and Drug Delivery Systems.

In 2001, the Company recorded a net restructuring charge of $2.9 million. The
charge consisted of a restructuring provision of $4.9 million relating
principally to the termination of approximately 25 mid-and senior level

management positions, and a $2.0 million adjustment related to the sale of a
Puerto Rico plastic device manufacturing facility held for sale from the 2000
restructuring program.

In 2000, the Company recorded a restructuring charge of $15.0 million. This
charge covered a $9.2 million goodwill write-down to the site management
organization of the clinical services business unit, a $2.7 million reduction to
the estimated net realizable value of a plastic device manufacturing plant in
Puerto Rico, and $3.1 million of accrued severance, benefit, and asset disposal
costs.

Also, in 2000, the Company recorded $5.8 million of restructuring charges in
connection with its contract manufacturing and packaging operations. This charge
consisted of a $5.0 million reduction to the estimated net realizable value of
assets to be sold and $0.8 million of accrued severance, benefit, and asset
disposal costs. These costs are recorded as part of discontinued operations.

In 1999, the Company changed its business plan with respect to its plastics
strategy concerning future market demands and total capacity requirements. As a
result, the Company reversed a portion of its 1996 restructuring reserve
pertaining to its Puerto Rico facility and wrote off the assets associated with
a proprietary plastic product line that had not gained market acceptance.

Order Backlog
--------------

At December 31, 2001 Pharmaceutical Systems segment order backlog was
approximately $105 million, of which $104.7 million is expected to be filled
during fiscal year 2002, compared with approximately $92 million at the end of
2000. Order backlog in this segment includes firm orders placed by customers for
manufacture over a period of time according to a customer's schedule or upon
confirmation by the customer. 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.

Drug Delivery Systems segment backlog, which is primarily related to the
clinical services business unit, consists of signed contracts yet to be
completed. Contracts included in backlog are subject to termination or delay at
any time and therefore the backlog is not necessarily a meaningful predictor of
future results. Delayed contracts remain in the Company's backlog until
cancelled. As of December 31, 2001, the Drug Delivery Systems segment backlog
was $4.1 million, of which $3.2 million is expected to be filled during fiscal
year 2002; at December 31, 2000 the backlog was $6.5 million.

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

The Company uses three basic raw materials in the manufacture of its device
products: elastomers, 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 material 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.

The Company believes its drug delivery development capabilities will play an
increasingly important role in the future. The drug delivery business unit has a
growing portfolio of patented technologies, which is critical to the Company's
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, biotechnology and hospital supply/medical device
companies, many of which have several divisions with separate purchasing
responsibilities. The Company also provides clinical research and market
research services to full service contract research and consumer product
organizations. The Company distributes its products and services primarily

through its own sales force but also uses regional distributors in the United
States and in the Asia/Pacific region.

Becton Dickinson and Company ("BD") accounted for approximately 13% of the
Company's 2001 consolidated net sales. The principal products sold to BD are
synthetic rubber, natural rubber, metal and plastic components used in BD's
disposable and pre-filled syringes and blood sampling and analysis devices. The
Company expects to continue as a major BD supplier.

Excluding BD, the next ten largest customers accounted for approximately 30% of
the Company's consolidated net sales in 2001 but no one of these customers
accounted for more than 4% of 2001 consolidated net sales.

Competition
-----------

The Company competes with several companies, some of which are larger than the
Company, across its major Pharmaceutical Systems 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 continue with aggressive cost control
programs across their entire operations. Competitors often compete on the basis
of price. The Company differentiates itself from its competition as a
"full-service" supplier that 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 significant market shares. The Company differentiates itself through its
expertise in high-speed assembly of multiple-piece closure systems.

The clinical research industry is highly fragmented and comprised of several
large, full-service Contract Research Organizations (CROs), many small CROs and
limited services providers. The major competitors in the industry include the
research departments of pharmaceutical companies and CROs.

Many companies provide proprietary drug delivery technologies to the
pharmaceutical and biotechnology 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 2001 Annual Report to Shareholders, incorporated herein by reference.

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

The Note "Affiliated Companies" and the Note "Segment Information" of the Notes
to Consolidated Financial Statements of the 2001 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. Although
financial crises have been evident at various times during recent years in the
Asia/Pacific region and in major markets in South America and have at times
resulted in a decline in demand for the Company's products in these regions,
direct sales to customers in these markets have historically not been
significant. In 2001, such sales represented less than 11% 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 2001 Annual Report to Shareholders,
incorporated herein by reference). Hedging by the Company of these exposures is
discussed in the Note "Summary of Significant Accounting Policies - Financial
Instruments" and in the Note "Financial Instruments" of the Notes to
Consolidated Financial Statements of the 2001 Annual Report to Shareholders,
incorporated herein by reference.

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 2001 Annual Report to Shareholders, have been incorporated
herein by reference:

Consolidated Statements of Income for the years ended December 31,
2001, 2000 and 1999

Consolidated Statements of Comprehensive (Loss) Income for the years
ended December 31, 2001, 2000 and 1999

Consolidated Balance Sheets at December 31, 2001 and 2000

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2001, 2000 and 1999

Consolidated Statements of Cash Flows for the years ended December 31,
2001, 2000 and 1999

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, F-4 and F-5 of this
Report.

(b) Reports on Form 8-K

Current Report on Form 8-K filed on November 20, 2001 announcing the
disposition of all assets of West Pharmaceutical Services Lakewood,
Inc., Charter Laboratories, Inc. and Paco Laboratories, Inc.

Current Report on Form 8-K dated November 30, 2001 (date of earliest
event reported), filed on December 17, 2001 including the unaudited

pro forma Consolidated Balance Sheet as of September 30, 2001 and
unaudited pro forma Consolidated Statements of Income for the year
ended December 31, 2000 and the nine months ended September 30, 2001
for West Pharmaceutical Services, Inc. The unaudited pro forma
consolidated financial statements reflect the sale of West
Pharmaceutical Services Lakewood, Inc., Charter Laboratories, Inc. and
Paco Laboratories, Inc.

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

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/ Linda R. Altemus
-----------------------------------------------
Linda R. Altemus
Vice President and Chief Financial Officer

August 29, 2002

-----------------------------------------------
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.

Signature Title Date
--------- ----- ----

/s/ Donald E. Morel, Jr. Director August 29, 2002
---------------------------------------- and Chief Executive Officer
Donald E. Morel, Jr. (Principal Executive Officer)

/s/ Joseph E. Abbott Vice President and August 29, 2002
---------------------------------------- Corporate Controller
Joseph E. Abbott (Principal Accounting Officer)

* Director August 29, 2002
----------------------------------------
Tenley E. Albright

/s/ Linda R. Altemus Vice President and August 29, 2002
---------------------------------------- Chief Financial Officer
Linda R. Altemus

* Director August 29, 2002
----------------------------------------
John W. Conway

* Director August 29, 2002
----------------------------------------
George W. Ebright

* Director August 29, 2002
----------------------------------------
L. Robert Johnson

* Director August 29, 2002
----------------------------------------
William H. Longfield

* Director August 29, 2002
----------------------------------------
John P. Neafsey

* Director August 29, 2002
----------------------------------------
Anthony Welters

* Director August 29, 2002
----------------------------------------
Geoffrey F. Worden

* By John R. Gailey III pursuant to a power of attorney.

INDEX TO EXHIBITS
Exhibit
Number

(3)(a) Amended and Restated Articles of Incorporation of the
Company through January 4, 1999 incorporated by reference to
Exhibit (3)(a) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (File No. 1-8036).

(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) Miscellaneous long term debt instruments and credit facility
agreements of the Company, under which the underlying
authorized debt is equal to less than ten percent of the
total assets of the Company and its subsidiaries on a
consolidated basis, may not be filed as exhibits to this
report pursuant to Section (b) (4) (iii) A of Item 601 of
Reg S-K. The Company agrees to furnish to the Commission,
upon request, copies of any such unfiled instruments (File
No. 1-8036).

(4)(a) Form of stock certificate for common stock incorporated by
reference to Exhibit (4) (a) of the Company's Annual Report
on Form 10-K for the year ended December 31, 1998 (File No.
1-8036).

(4)(b) Note Purchase Agreement dated as of April 8, 1999 among the
Company and the insurance companies identified on a schedule
thereto, incorporated by reference to Exhibit (4)(b) of the
Company's Form 10-Q for the quarter ended September 30, 2000
(File No. 1-8036).

(4)(c) Credit Agreement, dated as of July 26, 2000 among the Company,
the banks identified on a schedule thereto, and PNC Bank, N.A.,
as agent for the banks (the "Credit Agreement"), incorporated by
reference to Exhibit (4) (c) of the Company's Form 10-Q for the
quarter ended September 30, 2000 (File No. 1-8036).

(4)(c)(1) First Amendment dated as of September 14, 2000, to the Credit
Agreement.

F-1

(4)(c)(2) Second Amendment dated as of November 17, 2000, to the Credit
Agreement.

(4)(c)(3) Joinder and Assumption Agreement dated as of February 28, 2001,
with respect to the Credit Agreement.

(4)(c)(4) Third Amendment dated as of February 28, 2001 to the Credit
Agreement.

(4)(c)(5) Fourth Amendment dated as of July 13, 2001 to the Credit
Agreement, incorporated by reference to Exhibit (10) (a) of
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.

(4)(c)(6) Extension Agreement dated as of January 5, 2001 to the
Credit Agreement.

(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
Exhibit (10)(d) of 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 Exhibit (10)(a) of the
Company's Form 10Q for the quarter ended June 30, 1996 (File No.
1-8036).

(10)(d)(1) Amendment to the Long Term Incentive Plan, Effective October 30,
2001.

(10)(e) 1999 Non-Qualified Stock Option Plan for Non- Employee
Directors, effective as of April 27, 1999, incorporated by

F-2

reference Exhibit (10)(c) of to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-
8036).

(10)(f) Amendment No. 1 to 1999 Non-Qualified Stock Option Plan for
Non-Employee Directors, Effective October 30, 2001.

(10)(g) Change-In-Control Agreement dated as of July 5, 2000 between the
Company and Linda R. Altemus.

(10)(g)(1) Amendment #1 to Change-In-Control Agreement dated May 1, 2001
between the Company and Linda R. Altemus.

(10)(h) Amended and Restated Change-In-Control Agreement dated as of
March 25, 2000 between the Company and Michael A. Anderson.

(10)(i)(1) Second Amended and Restated Change-In-Control Agreement dated as
of March 25, 2000 between the Company and Steven A. Ellers.

(10)(i)(2) Amendment #1 to Second Amended and Restated Change-In-Control
Agreement dated as of May 1, 2001 between the Company and
Steven A. Ellers.

(10)(j)(1) Second Amended and Restated Change-In-Control Agreement dated as
of March 25, 2000 between the Company and John R. Gailey III.

(10)(j)(2) Amendment #1 to Second Amended and Restated Change-In-Control
Agreement dated as of May 1, 2001 between the Company and John
R. Gailey III.

(10)(k)(1) Change-In-Control Agreement dated as of July 10, 2000 between
the Company and Herbert L. Hugill.

(10)(k)(2) Amendment #1 to Change-In-Control Agreement dated as of May 1,
2001 between the Company and Herbert L. Hugill.

(10)(l)(1) Second Amended and Restated Change-In-Control Agreement dated as
of March 25, 2000 between the Company and Donald E. Morel, Jr.

(10)(l)(2) Amendment #1 to Second Amended and Restated Change-In-Control
Agreement dated as of May 1, 2001 between the Company and Donald
E. Morel, Jr.

(10)(m) 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).

F-3

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

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

(10)(p) Amended and Restated Employment Agreement dated as of March
25, 2000 between the Company and William G. Little, incorporated
by reference to Exhibit (10)(a) of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000 (File
No. 1-8036).

(10)(p)(1) Amendment No.1 to Amended and Restated Employment Agreement,
dated as of May 1, 2001, between the Company and William G.
Little.

(10)(q) Non-Qualified Deferred Compensation Plan for Designated
Executive Officers as amended and restated effective April 1,
2000, incorporated by reference to Exhibit (10)(a) of the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 (File No. 1-8036).

(10)(r) Deferred Compensation Plan for Outside Directors, as amended and
restated effective May 27, 1999, incorporated by reference to
Exhibit(10)(a) of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999 (File No. 1-8036).

(10)(s) 1999 Stock-Equivalents Compensation Plan for Non-Employee
Directors, incorporated by reference to Exhibit (10)(a) of the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 (File No. 1-8036).

(10)(t) 1998 Key Employee Incentive Compensation Plan, dated March
10, 1998, incorporated by reference to Exhibit (10)(y) of the
Company's Annual Report on Form 10-K for the year ended December
31, 1997 (File No.1-8036).

(10)(u) Asset Purchase Agreement, dated as of November 15, 2001, by
and among DFB Pharmaceuticals, Inc., DPT Lakewood, Inc., West
Pharmaceutical Services, Inc., West Pharmaceutical Services
Lakewood, Inc., Charter Laboratories, Inc. and Paco
Laboratories, Inc., incorporated by reference to Exhibit 2.1 of
the Company's Current Report on form 8-K dated November 20,
2001 (File No. 1-8036).

F-4

(10)(v) Side letter dated November 30, 2001, incorporated by reference
to Exhibit 2.2 of the Company's Current Report on Form 8-K
dated November 20, 2001 (File No.1-8036).

(10)(w) Amendment No.1 to 1998 Key Employees Incentive Compensation
Plan, effective October 30, 2001.

(11) Not Applicable.

(12) Not Applicable.

(13) Portions of 2001 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.

(99) None.

F-5