SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2001 APW LTD. (Exact name of Registrant as specified in its charter) Bermuda 1-15851 04-2576375 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) Clarendon House 2 Church Street P.O Box HM 666 Hamilton HM CX Bermuda N22 W23685 Ridgeview Parkway West Waukesha, Wisconsin 53188-1013 Mailing address: P.O. Box 325, Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code:(262) 523-7600 Item 5. Other Events. On January 23, 2001, APW Ltd. announced that it had entered into a definitive agreement to acquire substantially all of the assets and operating liabilities of Mayville Metal Products from Connell Limited Partnership. Under the terms of the Asset Purchase Agreement among Connell Limited Partnership, APW Ltd. and APW Mayville, Inc., a newly formed subsidiary of APW Ltd., the newly formed subsidiary will acquire substantially all of the assets and operating liabilities of Mayville Metal Products. Total consideration to be paid for the acquisition is $225 million in cash plus 1.509 million shares of APW Ltd. common stock, subject to certain contractual adjustments. The transaction is structured as an asset purchase with the assumption of certain operating liabilities, and is expected to close by the end of February 2001. The press release issued in connection therewith is filed as an exhibit to this report. Item 7. Financial Statements and Exhibits. (c) Exhibits: See Exhibit Index following the Signature page of this report, which is incorporated herein by reference. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. APW LTD. (Registrant) Date: January 29, 2001 By: /s/ Michael S. Duffey ----------------------------- Michael S. Duffey Senior Vice President and Chief Financial Officer (Duly authorized to sign on behalf of the Registrant) APW LTD. (the "Registrant") (Commission File No. 1-15851) EXHIBIT INDEX to FORM 8-K CURRENT REPORT Date of Report: January 23, 2001 Exhibit Filed Number Description Herewith 99.1 APW Ltd. Press Release dated January 23, 2001 X