2
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 2, 1996
APL LIMITED
(Previously known as American President Companies, Ltd.)
(Exact name of registrant as specified in its charter)
Delaware 1-8544 94-2911022
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1111 Broadway, Oakland, California 94607
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (510) 272-8000
____________________________________________________________________________
APL LIMITED AND SUBSIDIARIES
Item 7. Financial Statements and Exhibits
(b) (1) Pro forma financial information. The pro forma
financial information required pursuant to Article 11 of
Regulation S-X is submitted as Appendix A to this Report.
(c) Exhibits
Exhibit No. Description of Document
____________________________________________________________________________
2.1 Purchase Agreement as of May 2, 1996, by and among Hub
Group, Inc., APL Limited and APL Land Transport Services,
Inc., incorporated by reference to the identically
numbered exhibit to the Form 8-K (File No. 1-8544), dated
May 2, 1996 and filed on May 17, 1996.
APL LIMITED AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
APL LIMITED
Dated: July 16, 1996 By /s/ William J. Stuebgen
William J. Stuebgen
Vice President,
Controller and
Chief Accounting Officer
APPENDIX A
PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma consolidated statements
of income for the year ended December 29, 1995 and for the 14
weeks ended April 5, 1996, and the unaudited pro forma
consolidated balance sheet as of April 5, 1996 give effect to
the sale by APL Limited (previously known as American President
Companies, Ltd.) (the OcompanyO) to Hub Group, Inc. (OHubO) its
rights to service certain domestic intermodal customers of APL
Land Transport Services, Inc. (OAPLLTSO), a wholly owned
subsidiary of the company, for $8.0 million in cash and notes.
The company realized a pretax gain of $6.9 million on the sale.
In addition, APLLTS and Hub entered into a 10-year agreement
whereby the APLLTS will provide stacktrain services to Hub.
The unaudited pro forma consolidated statements of income
give effect to the transaction as if it had occurred at the
beginning of each period presented. The unaudited pro forma
consolidated balance sheet gives effect to the transaction as
if it had occurred on April 5, 1996. The unaudited pro forma
consolidated financial statements have been prepared by
management based upon the historical financial statements of
the company and assumptions described in the accompanying notes
and do not purport to be indicative of the results that would
have actually occurred had the transaction been completed on
the dates indicated or may be obtained in the future.
APL Limited and Subsidiaries
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 29, 1995
(In thousands, except Pro Forma
per share amounts) Historical Adjustments Pro Forma
Revenues $2,895,982 $(135,785)(1) $2,760,197
Expenses
Operating, Net of Operating-
Differential Subsidy 2,589,924 (148,201)(1) 2,441,723
General and Administrative 76,895 76,895
Depreciation and Amortization 112,418 112,418
Restructuring Charge 48,372 (10,137)(2) 38,235
Total Expenses 2,827,609 (158,338) 2,669,271
Operating Income 68,373 22,553 90,926
Interest Income 23,098 450 (3) 23,548
Interest Expense (38,318) (38,318)
Income Before Taxes 53,153 23,003 76,156
Federal, State and Foreign
Tax Expense 22,856 9,891 (4) 32,747
Net Income $ 30,297 $ 13,112 $ 43,409
Less Dividends on Preferred Stock 3,375 3,375
Net Income Applicable to
Common Stock $ 26,922 $ 13,112 $ 40,034
Earnings Per Common Share (5)
Primary $ 0.95 $ 1.27
Fully Diluted $ 0.99 $ 1.28
Weighted Average Common Shares
Primary 28,245 28,245
Fully Diluted 30,556 30,556
See the accompanying Notes.
APL Limited and Subsidiaries
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE QUARTER ENDED APRIL 5, 1996
(In thousands, except Pro Forma
per share amounts) Historical Adjustments Pro Forma
Revenues $ 726,337 $(24,263)(1) $ 702,074
Expenses
Operating, Net of Operating-
Differential Subsidy 663,527 (34,037)(1) 629,490
General and Administrative 13,622 13,622
Depreciation and Amortization 31,621 31,621
Total Expenses 708,770 (34,037) 674,733
Operating Income 17,567 9,774 27,341
Interest Income 6,745 121 (3) 6,866
Interest Expense (17,734) (17,734)
Income Before Taxes 6,578 9,895 16,473
Federal, State and Foreign
Tax Expense 2,697 4,058 (4) 6,755
Net Income $ 3,881 $ 5,837 $ 9,718
Earnings Per Common Share (5)
Primary $ 0.15 $ 0.21
Fully Diluted $ 0.15 $ 0.21
Weighted Average Common Shares
Primary 26,118 26,118
Fully Diluted 26,382 26,382
See the accompanying Notes.
APL Limited and Subsidiaries
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF APRIL 5, 1996
(In thousands, except Pro Forma
per share amounts) Historical Adjustments Pro Forma
ASSETS
Current Assets
Cash and Cash Equivalents $ 138,882 $2,000 (6) $ 140,882
Short-Term Investments 151,167 151,167
Trade and Other Receivables, Net 243,962 2,000 (6) 245,962
Fuel and Operating Supplies 33,787 33,787
Prepaid Expenses and
Other Current Assets 58,242 58,242
Total Current Assets 626,040 4,000 630,040
Property and Equipment
Ships 902,466 902,466
Containers, Chassis
and Rail Cars 792,322 792,322
Leasehold Improvements and Other 285,428 285,428
Construction in Progress 4,858 4,858
1,985,074 1,985,074
Accumulated Depreciation and
Amortization (828,862) (828,862)
Property and Equipment, Net 1,156,212 1,156,212
Notes Receivable from the Sale of the
Domestic Distribution
Services Segment 4,000 (6) 4,000
Investments and Other Assets 143,917 143,917
Total Assets $1,926,169 $8,000 $1,934,169
LIABILITIES AND STOCKHOLDERSO EQUITY
Current Liabilities
Current Portion of Long-Term Debt
and Capital Leases $ 3,217 $ 3,217
Accounts Payable and
Accrued Liabilities 426,222 $(5,904)(7) 420,318
Total Current Liabilities 429,439 (5,904) 423,535
Deferred Income Taxes 145,119 3,852 (8) 148,971
Other Liabilities 144,051 144,051
Long-Term Debt 735,300 735,300
Capital Lease Obligations 936 936
Total Long-Term Debt and
Capital Lease Obligations 736,236 736,236
Commitment and Contingencies
StockholdersO Equity
Common Stock 25,707 25,707
Additional Paid-In Capital 2,749 2,749
Retained Earnings 442,868 10,052 (9) 452,920
Total Stockholders' Equity 471,324 10,052 481,376
Total Liabilities and
StockholdersO Equity $1,926,169 $ 8,000 $1,934,169
See the accompanying Notes.
APL Limited and Subsidiaries
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(1)These adjustments include:
. The elimination of Revenues and Operating Expenses
related to the servicing rights sold;
. Recording the estimated Revenues and Operating Expenses
of $45.1 million and $34.3 million for the year ended
December 29, 1995, respectively, and $11.6 million and
$9.0 million for the quarter ended April 5, 1996,
respectively, of an agreement whereby APLLTS will provide
stacktrain services to Hub;
. And recording the gain on the sale of $6.9 million.
(2)To adjust the Restructuring Charge for items directly
related to the sale, including employee severance and office
closure costs.
(3)To remove Interest Income related to the servicing rights
sold and adjust Interest Income for interest accrued on the
proceeds from the sale.
(4)To adjust Federal, State and Foreign Tax Expense associated
with the changes in Income Before Taxes assuming an
effective rate of 43% and 41% for the year ended December
29, 1995 and the quarter ended April 5, 1996, respectively.
(5)Pro Forma Earnings per Common Share exclude the effect of
the $6.9 million gain on the sale, the related Interest
Income from the sales proceeds, and the associated Federal,
State and Foreign Tax Expense.
(6)To record proceeds from the sale consisting of $2.0 million
in cash and $6.0 million in notes receivable.
(7)To remove $10.1 million of the Restructuring Charge accrual,
record accrued transaction costs of $1.1 million associated
with the sale and adjust Income Taxes Payable attributable
to the $6.9 million gain on the sale.
(8)To increase Deferred Income Taxes as a result of the removal
of a portion the Restructuring Charge for items directly
related to sale.
(9)To record the impact of the gain on the sale, the adjustment
to the restructuring accrual and related income taxes.