Exhibit 99.1
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Plan Year Ended December 31, 1994
AMERICAN PRESIDENT COMPANIES, LTD.
PROFIT-SHARING PLAN
(Full Title of the Plan)
AMERICAN PRESIDENT COMPANIES, LTD.
(Name of Issuer of the Securities Held Pursuant to the Plan)
1111 Broadway
Oakland, California 94607
(Address of Principal Executive Office)
________________________________________________________________________________
TABLE OF CONTENTS
Page
_____
Report of Independent Public Accountants 6
Statement of Net Assets Available for Benefits 7
Statement of Changes in Net Assets Available for Benefits 8
Notes to Financial Statements 9
Exhibits:
10.1 *
Copy of the American President
Companies, Ltd. Profit-Sharing Plan
as amended and restated, effective as
of January 1, 1993, filed as Exhibit
10.12 to the Company Form SE (File
No. 1-8544), dated March 24, 1993.
23.1 Consent of Independent Public Accountants 18
* Incorporated by Reference
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
American President Companies, Ltd.:
We have audited the accompanying statement of net assets available for benefits
of the American President Companies, Ltd. Profit-Sharing Plan (the "Plan") as of
December 31, 1994 and 1993, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1994. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As further disclosed in Note 6 to the financial statements, the Plan may be
terminated during 1995.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in its net assets available for
benefits for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
San Francisco, California
May 24, 1995 (except with
respect to the matter
discussed in Note 6, as
to which the date is
June 3, 1995)
American President Companies, Ltd.
Profit-Sharing Plan
Statement of Net Assets Available for Benefits
As of December 31,
___________________________________
1994 1993
________ ________
ASSETS
Investment in Master Trust,
at Fair Value $2,768,995 $2,384,792
Receivables from American President
Companies, Ltd.:
Employer Contribution 145,120 15,680
Employee Contribution 9,134 9,910
__________ __________
154,254 25,590
__________ __________
TOTAL ASSETS 2,923,249 2,410,382
__________ __________
LIABILITIES -- --
__________ __________
NET ASSETS AVAILABLE
FOR BENEFITS $2,923,249 $2,410,382
========== ==========
The accompanying notes are an integral part of these statements.
American President Companies, Ltd.
Profit-Sharing Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31,
_______________________________
1994
__________
ADDITIONS:
Contributions
Employer $ 524,143
Participants 465,975
Net Investment Gain from Master Trust 28,639
__________
TOTAL ADDITIONS 1,018,757
DEDUCTIONS:
Benefits paid to Participants 500,765
Administrative Expenses 5,125
__________
TOTAL DEDUCTIONS 505,890
__________
NET ADDITIONS 512,867
Net Assets Available for
Benefits, Beginning of Year 2,410,382
__________
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $2,923,249
==========
The accompanying notes are an integral part of these statements.
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the Plan is provided for general information
purposes only. More complete information regarding the Plan's provision may be
found in the Plan document.
General
The American President Companies, Ltd. Profit-Sharing Plan (the "Plan") is a
defined contribution plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan
is intended to qualify as a profit-sharing plan under section 401 (a) of the
Internal Revenue Code (the "Code") and contains a salary deferral arrangement
intended to qualify under section 401 (k) of the Code.
Administration
The Plan is administered by the Benefits Committee appointed by the Board of
Directors of American President Companies, Ltd. (the "company").
Trustee
The Plan trustee is Fidelity Management Trust Company.
Participation
Employees of the participating company designated by the company as a driver or
driver-trainer are eligible to participate in the Plan, except employees covered
by a collective bargaining agreement, nonresident aliens and employees
designated by the company as not eligible to participate.
A participant terminating employment may not make further contributions to the
Plan, but may elect immediate distribution or deferral of distribution of
benefits to a future period. Undistributed benefits credited to the
participant's account continue to share in the gains and losses of the
respective investment funds.
Contribution Determination
Participants may contribute salary deferrals to the Plan in one percent
increments up to 6% of their compensation, including overtime pay, bonuses and
commissions. However, these salary deferrals may not exceed $9,240 in 1994.
Participants may make after-tax contributions, provided that the total of salary
deferrals and after-tax contributions does not exceed 9% of compensation.
Participant's earnings covered by the Plan are limited to $150,000 in 1994.
Employee contributions are matched 50% by the participating companies up to a
maximum of 1 1/2% of the participant's compensation. Also, the participating
companies make a basic annual contribution equal to 3% of the participant's
compensation, as defined in the Plan, for such plan year. The companies may
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
make discretionary contributions, as determined by the company's Board of
Directors, which are then allocated proportionately to each participant. There
were no discretionary contributions during the year ended December 31, 1994.
Vesting
Employee and employer contributions are immediately fully vested
Investment Options
Since April 1, 1990, the Plan has provided for seven investment funds which are
maintained in a master trust (the "Master Trust"): the U.S. Bond Index
Portfolio, the U.S. Equity Index Portfolio, the Retirement Money Market
Portfolio, the Growth and Income Portfolio, the Magellan Fund, the APC Stock
Fund and a Loan Fund (the "Funds"). This year four new fund choices were added
and maintained in the Master Trust: International Growth and Income Fund, Asset
Manager, Asset Manager Growth and Asset Manager Income. At the direction of the
Benefits Committee, the Loan Fund is managed by the company, the APC Stock Fund
is managed by the trustee and the remaining nine funds are managed by the
Fidelity Management & Research Company ("Fidelity"), an affiliate of the
trustee. No sales charge is levied on the funds managed by Fidelity, however,
an annual fee is charged by Fidelity to cover the operating expenses of each
fund, including the investment advisory fee. This fee is deducted from the
investment return of the fund.
The U.S. Bond Index Portfolio seeks to provide investment results that
correspond to the aggregate price and interest performance of the debt
securities in the Shearson Lehman Aggregate Bond Index. However, the
performance of this fund and the performance of the index may be significantly
different. The securities purchased by this fund include U.S. Treasury
obligations, U.S. agency obligations, foreign obligations, investment-grade U.S.
corporate debt and mortgage-backed obligations. While weighted toward
intermediate maturities, the fund can hold debt instruments with long
maturities. The fund earns interest daily, and the interest is posted to the
participant's account at the end of each calendar month or at the time of total
distribution of the account. The monthly income is applied to purchase more
shares in the fund. For 1994, the annual fee was 0.32% of the average asset
value of the fund.
The U.S. Equity Index Portfolio has the goal of replicating the total return
provided by the stocks included in the Standard & Poor's Daily Stock Price Index
of 500 Common Stocks (the "S&P 500"). The fund buys and holds virtually all of
the 500 stocks contained in the S&P 500 weighted in the same manner. The fund
earns dividends daily, and the dividends are posted to the participant's account
in the last month of each calendar quarter or at the
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
time of total distribution of the account. The undistributed dividends are
reinvested to purchase more shares in the fund. For 1994, the annual fee was
0.28% of the average asset value of the fund.
The Retirement Money Market Portfolio invests in high-quality money market
instruments of domestic and foreign issuers which are denominated in U.S.
dollars. Such instruments are short-term obligations and range from U.S.
Government securities to prime commercial paper issued by private borrowers.
The fund seeks to obtain as high a level of current income as possible, given
its principal objective of preserving capital and maintaining a share value of
$1.00. Interest income is earned daily and posted to the participant's account
at the end of each calendar month or at the time of total distribution of the
account. The monthly income is applied to purchase additional shares in the
fund. For 1994, the annual fee was 0.42% of the average asset value of the
fund.
The Growth and Income Portfolio invests in a combination of common stocks,
preferred stocks, convertible securities and fixed-income instruments of all
types and quality levels. It seeks both long-term growth through capital
appreciation and current income through dividends and interest. The fund earns
dividends daily, and the dividends are posted to the participant's account in
the last month of the calendar quarter or at the time of total distribution of
the account. The quarterly dividends are reinvested to purchase additional
shares in the fund. For 1994, the annual fee was 0.72% of the average asset
value of the fund, 0.52% of which represents the investment advisory fee.
The Magellan Fund seeks capital appreciation by maintaining a portfolio
primarily invested in common stocks and securities convertible into common
stocks. Up to 20% of this fund may also be invested in debt securities of all
types and quality levels issued by domestic and foreign issuers. The fund is
relatively aggressive in pursuing growth. Dividends are declared and posted to
the participant's account in May and December of each calendar year. The
undistributed semi-annual dividends are reinvested to purchase additional shares
in the fund. For 1994, the annual fee was 1.05% of the average asset value of
the fund, 0.75% of which represents the investment advisory fee.
The International Growth and Income Fund seeks capital growth and current income
by investing principally in foreign securities. It invests a majority of the
fund's assets in equity securities selected generally for growth potential with
at least 25% of the fund's total assets in debt securities of any quality and in
repurchase agreements. The fund earns dividends daily, and the dividends are
posted to the participant's account in the last month of the calendar quarter or
at the time of total distribution of the account. The quarterly dividends are
reinvested to purchase additional shares in the fund. For 1994, the annual fee
was 1.22% of the average asset value of the fund, 0.77% of which represents the
investment advisory fee.
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
The Asset Manager series is a family of asset allocation funds offering three
distinct approaches to diversified investment through varying mixes of common
stocks, mid and long-term bonds and short-term instruments anywhere in the
world.
Asset Manager has a more balanced approach and seeks high total return with
reduced risk over the long term by using a more balanced mix of stocks,
bonds and short-term instruments. Foreign investments represented 29% of
the fund. The fund earns dividends daily, and the dividends are posted to
the participant's account in the last month of each calendar quarter or at
the time of total distribution of the account. The undistributed dividends
are reinvested to purchase more shares in the fund. For 1994, the annual
fee was 1.12% of the average asset value of the fund, 0.72% of which
represents the investment advisory fee.
Asset Manager Growth is the most aggressive fund in the family seeking to
maximize total return through investments in stocks, bonds and short-term
instruments. Common stocks made up approximately 57% of the fund with
foreign investments totaling 36%. The fund earns dividends daily, and the
dividends are posted to the participant's account in the last month of each
calendar quarter or at the time of total distribution of the account. The
undistributed dividends are reinvested to purchase more shares in the fund.
For 1994, the annual fee was 1.12% of the average asset value of the fund,
0.72% of which represents the investment advisory fee.
Asset Manager Income is the most conservative fund of the series because of
its emphasis on income and short-term instruments which totaled 48% of the
fund. Foreign investments totaled 18% of the fund. The fund earns
dividends daily, and the dividends are posted to the participant's account
at the end of each calendar month or at the time of total distribution of
the account. The undistributed dividends are reinvested to purchase more
shares in the fund. For 1994, the annual fee was 0.86% of the average
asset value of the fund, 0.51% of which represents the investment advisory
fee.
The APC Stock Fund consists entirely of shares of the company's Common Stock
("Common Stock").
The Loan Fund is invested solely in promissory notes executed by participants.
With the company's consent, a participant may borrow from his or her account up
to the lesser of $50,000 or 50% of the participant's vested interest. The
outstanding balance of all prior loans under the Plan or any other plan
maintained by the company or its affiliates reduces the amount available for
future loans. Moreover, the $50,000 limit is reduced by the amount of any loan
repayments made during the most recent 12 months. The minimum amount for any
loan is $1,000 and the minimum monthly loan repayment is $50. Loans bear
interest at the prime rate of the Chase Manhattan Bank, N.A. and must be repaid
within five years, except for loans used to acquire a principal residence which
must be repaid within 15 years. All loans, regardless of term, become due and
payable as soon as the participant's employment
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
terminates. A new loan set-up fee of $35 and a quarterly maintenance fee of
$3.75 are charged against the accounts of the participants by Fidelity
Institutional Retirement Services Company, the Plan's current recordkeeper.
Plan participants may choose to have their future contributions invested in any
combination of the Funds, except that no more than 50% of the contributions may
be directed to the APC Stock Fund. The only other requirement is that the
investment allocation be made in whole percentage points. In addition, the APC
Stock Fund option is not available for rollover contributions. Plan
participants may also transfer all or a portion of their existing account
balances to any other investment funds except that account balances may not be
transferred to the APC Stock Fund.
Funding
Employee contributions are made primarily through payroll deductions and are
deposited with the trustee as soon as administratively possible after they are
withheld. Company matching contributions are deposited as soon as reasonably
practicable after the amount is determined. Company basic contributions are
paid to the trustee not later than the last day for filing the company's federal
income tax return for the taxable year within which the Plan year ends.
Termination of the Plan
As a result of the sale of certain American President Trucking Company, Ltd.
("APT") assets (see Note 6), it is expected that the Plan will be terminated.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
Financial statements of the Plan are prepared on the accrual basis of
accounting, in accordance with generally accepted accounting principles.
Valuation of Investments
Investments held by the Master Trust are carried at fair value based on quoted
market prices as determined by the trustee. Interest income, dividend income,
realized gains and losses on investment transactions and unrealized appreciation
or depreciation in the Master Trust funds are allocated to each participant's
account based on the amount of shares credited to the account on a daily basis,
according to the investment mix elected by the participant, and are recorded as
net investment gain from Master Trust.
Participant loans are carried at face value which approximates fair value.
Benefits are recorded when paid.
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST
Effective April 1, 1990, Fidelity Management Trust Company entered into a trust
agreement with the company to serve as the trustee of the Plan.
The trust agreement allows benefit plans of subsidiaries to participate in the
Master Trust. Income from each investment fund allocated to each investment
fund allocated to each plan represents the aggregate of the investment income of
the fund allocated to all participants in that plan.
The Plan's interest in the Master Trust is stated at fair value based on the
Plan's prorated interest in the Master Trust. All investments are stated at
fair value based upon published market quotations. The assets of the Master
Trust are allocated to the individual participating plans based upon the
relative value of assets contributed to the Master Trust. Interest income,
dividend, investment fees, and gains and losses (both realized and unrealized)
of the Master Trust are allocated to the individual participating plans based
upon their relative fair values.
The following is a summary of the Plan's investment in the Master Trust:
American President American President
Profit-Sharing Companies,Ltd. SMART Total
Plan Plan Master Trust
__________________ ____________________ ____________
Plan Investment in the
Master Trust at
December 31, 1994 $2,768,995 $141,632,620 $144,401,615
========== ============ ============
Percentage of Total 2% 98% 100%
========== ============ ============
Plan Investment in the
Master Trust at
December 31, 1993 $2,384,792 $130,590,394 $132,975,186
========== ============ ============
Percentage of Total 2% 98% 100%
========== ============ ============
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
The following are summary financial statements of the Master Trust:
Statement of Net Assets of the Master Trust
December 31, 1994
Fidelity Funds
_____________________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth Int'l
Index Index Money Market and Income Magellan Growth &
Portfolio Portfolio Portfolio Portfolio Fund Income
Investments at Fair Value:
Common Stock
Investments in Stock and
Bond Mutual Funds $7,266,519 $24,505,252 $24,638,706 $28,830,549 $2,679,115
Money Market Mutual Fund $33,323,975
Loans to Participants
__________ ___________ ___________ ___________ ___________ ___________
Net Assets at
December 31, 1994 $7,266,519 $24,505,252 $33,323,975 $24,638,706 $28,830,549 $2,679,115
========== =========== =========== =========== =========== ==========
Statement of Net Assets of the Master Trust
December 31, 1994
Fidelity Funds
____________________________________________
Asset Asset
Asset Manager Manager APC Stock Loan
Manager Growth Income Fund Fund Total
Investments at Fair Value:
Common Stock $10,431,852 $10,431,852
Investments in Stock and
Bond Mutual Funds $1,778,098 $2,109,533 $299,876 92,107,648
Money Market Mutual Fund 33,323,975
Loans to Participants $8,538,140 8,538,140
__________ __________ ________ ___________ __________ ____________
Net Assets at
December 31, 1994 $1,778,098 $2,109,533 $299,876 $10,431,852 $8,538,140 $144,401,615
========== ========== ======== =========== ========== ===========
Statement of Net Assets of the Master Trust
December 31, 1993
Fidelity Funds
______________________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth Int'l
Index Index Money Market and Income Magellan Growth &
Portfolio Portfolio Portfolio Portfolio Fund Income
Investments at Fair Value:
Common Stock
Investments in Stock and
Bond Mutual Funds $8,666,021 $25,005,621 $22,274,404 $23,562,700
Money Market Mutual Fund $34,603,443
Loans to Participants
__________ ___________ ___________ ___________ ___________ __________
Net Assets at
December 31, 1993 $8,666,021 $25,005,621 $34,603,443 $22,274,404 $23,562,700 $0
========== =========== =========== =========== =========== ==========
Statement of Net Assets of the Master Trust
December 31, 1993
Fidelity Funds
_____________________________________________
Asset Asset
Asset Manager Manager APC Stock Loan
Manager Growth Income Fund Fund Total
Investments at Fair Value:
Common Stock $10,487,242 $10,487,242
Investments in Stock and
Bond Mutual Funds 79,508,746
Money Market Mutual Fund 34,603,443
Loans to Participants $8,375,755 8,375,755
__________ __________ ________ ___________ __________ ___________
Net Assets at
December 31, 1993 $0 $0 $0 $10,487,242 $8,375,755 $132,975,186
========== ========== ======== =========== ========== ============
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
Statement of Changes in Net Assets of the Master Trust
for the Years Ended December 31, 1994
Fidelity Funds
_____________________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth Int'l
Index Index Money Market and Income Magellan Growth &
Portfolio Portfolio Portfolio Portfolio Fund Income
Net Assets at
December 31, 1993 $ 8,666,021 $25,005,621 $34,603,443 $22,274,404 $23,562,700 $ 0
Realized Gains (63,403) 442,933 187,512 (8,029) (18,591)
Unrealized Appreciation (675,457) (930,157) (1,409,781) (1,543,680) (213,249)
Dividend Income 766,000 1,749,239 1,041,306 82,309
Interest Income 535,069 1,301,060 5
Contributions 1,113,283 1,778,718 3,095,429 3,141,569 4,095,362 425,826
Withdrawals (162,752) (741,357) (2,284,516) (523,494) (818,873) (41,070)
Administrative Expenses
Interfund Transfers (2,168,239) (1,815,129) (3,286,567) (899,680) 2,359,038 2,404,455
Loans to Participants (179,526) (444,177) (833,112) (512,134) (654,847) (34,420)
Loan Paybacks 201,523 442,800 728,238 631,071 797,567 73,855
__________ ___________ ___________ ___________ ___________ __________
Net Change (1,399,502) (500,369) (1,279,468) 2,364,302 5,267,849 2,679,115
__________ ___________ ___________ ___________ ___________ __________
Net Assets at
December 31, 1994 $7,266,519 $24,505,252 $33,323,975 $24,638,706 $28,830,549 $2,679,115
========== =========== =========== =========== =========== ==========
Statement of Changes in Net Assets of the Master Trust
for the Years Ended December 31, 1994
Fidelity Funds
_____________________________________________
Asset Asset
Asset Manager Manager APC Stock Loan
Manager Growth Income Fund Fund Total
Net Assets at
December 31, 1993 $ 0 $ 0 $ 0 $10,487,242 $8,375,755 $132,975,186
Realized Gains (14,037) (3,077) (11,847) 391,189 902,650
Unrealized Appreciation (174,230) (242,284) (16,362) (1,531,581) (6,736,781)
Dividend Income 63,650 56,853 17,306 152,347 3,929,010
Interest Income 554,000 2,390,134
Contributions 153,646 305,797 67,327 1,841,869 16,018,826
Withdrawals (10,091) (50,592) (519) (413,286) (5,046,550)
Administrative Expenses (30,860) (30,860)
Interfund Transfers 1,747,483 2,008,940 239,162 (589,463) 0
Loans to Participants (18,704) (27,477) (409) (339,143) 3,043,949 0
Loan Paybacks 30,381 61,373 5,218 432,678 (3,404,704) 0
__________ ___________ ________ ___________ __________ ____________
Net Change 1,778,098 2,109,533 299,876 (55,390) 162,385 11,426,429
__________ ________ ________ __________ __________ ____________
Net Assets at
December 31, 1994 $1,778,098 $2,109,533 $299,876 $10,431,852 $8,538,140 $144,401,615
========== ========== ======== =========== ========== ============
American President Companies, Ltd.
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
4. TRANSACTIONS WITH RELATED PARTIES
The APC Stock Fund is provided by the Plan for the purpose of allowing
participants to invest in the company's Common Stock. All transactions
involving Common Stock are reflected in this fund. The nine mutual funds
offered as investment options are managed by Fidelity Management & Research
Company.
Commissions and mutual fund expenses, including investment advisor fees paid by
the individual mutual funds to Fidelity, are deducted from the investment return
of the Funds. An initial set-up fee and quarterly maintenance fee are charged
against the accounts of the participants for loans processed by Fidelity. All
other trustee fees and related charges have been paid by the company.
5. INCOME TAX STATUS
The Internal Revenue Service ("IRS") last determined on May 22, 1990 that the
Plan, as amended through January 1, 1989, was qualified under Section 401 of the
Internal Revenue Code of 1954, as amended. The Plan was since amended effective
January 1, 1993. A favorable determination letter has been requested to the
effect that (a) the American President Companies, Ltd. Profit-Sharing Plan, as
amended and restated January 1, 1993, continues to qualify under section 401 (a)
of the Internal Revenue Code of 1986, as amended; (b) the cash or deferred
arrangement forming part of the Profit-Sharing Plan continues to qualify under
section 401(k) of the Code; and (c) the trust maintained in conjunction with the
Profit-Sharing Plan remains exempt from taxation under section 501(a) of the
Code. Management believes that the Plan is designed and operated in accordance
with IRS regulations and continues to qualify for tax exempt status. So long as
the Plan continues to be so qualified, it is not subject to federal income
taxes.
6. TERMINATION OF PLAN
On June 2, 1995, the company entered into an agreement providing for the sale of
certain assets of APT to Burlington Motor Carriers, Inc. ("BMC") effective June
3, 1995. As a result of this transaction, most participants in the Plan have
terminated their employment with APT and commenced employment with BMC, and
their Plan accounts will be transferred to the BMC Employee Retirement Savings
Plan. Participants who terminated employment with APT and did not commence
employment with BMC will have their Plan accounts distributed in accordance with
Plan provisions. With respect to the few remaining Plan participants who are
continuing employment with an affiliate of the company, their Plan accounts will
be transferred to the American President Companies, Ltd. SMART Plan. The
company has adopted amendments to the Plan discontinuing all contributions as of
June 3, 1995, and terminating the Plan as of that date. Termination of the plan
is effective upon complete distribution of plan assets. For the Plan year
commencing January 1, 1995, the company will make a basic contribution equal to
3% of eligible compensation, to be allocated among eligible participants as of
June 3, 1995.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated May 24, 1995, included in this Form 10-K/A Amendment No. 2 into the
company's previously filed Registration Statements on Form S-3 (File No. 33-
60893) and Form S-8 (File No. 33-24847).
/s/ Arthur Andersen LLP
Arthur Andersen LLP
San Francisco, California
June 20, 1995