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): February 16, 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 2. Acquisition and Disposition of Assets.
ACQUISITION OF MAYVILLE METAL PRODUCTS DIVISION, A DIVISION OF CONNELL
LIMITED PARTNERSHIP.
On January 23, 2001, APW Ltd., along with a newly formed wholly owned
subsidiary, APW Mayville, Inc., a Wisconsin corporation (the "Subsidiary"),
entered into an Asset Purchase Agreement with Connell Limited Partnership, a
Delaware limited partnership (the "Seller") pursuant to which the Subsidiary
will acquire all of the assets of the Mayville Metal Products Division
("Mayville") of Seller. By Amendment No. 1 to the Asset Purchase Agreement, the
parties agreed to adjust the stock consideration, up or down by up to 754,717
shares, depending upon the total of Mayville net sales through December 31,
2001. In addition to the purchase price adjustment through Amendment No. 1, the
Subsidiary assigned its rights and obligations to APW Mayville, LLC, a newly
formed Delaware limited liability company indirectly owned by APW Ltd. which
acquired all of the assets of Mayville. On February 16, 2001, the parties
consummated the transactions contemplated by the Asset Purchase Agreement, as
amended. The Seller is otherwise unaffiliated with APW Ltd. and its
subsidiaries. The consideration paid to the Seller consists of (a) certain
assumed liabilities of Seller, (b) 1,509,434 shares of common stock of APW Ltd.
(subject to adjustment, as described in Amendment No. 1 to the Asset Purchase
Agreement), and (c) $225,000,000 in cash, subject to certain adjustments as set
forth in the Asset Purchase Agreement, as amended. The cash portion of the
purchase price was financed using APW Ltd.'s existing revolving credit facility.
The assets purchased are used to manufacture and supply custom electronic
enclosures and related products for the telecommunications and semi-conductor
equipment industries. APW Ltd. intends to continue the activities of the
Mayville business and its assets.
The foregoing description of the acquisition of Seller's assets does not
purport to be complete and is qualified in its entirety by reference to the
Asset Purchase Agreement and Amendment No. 1 to the Asset Purchase Agreement,
copies of which are attached as Exhibits 99.1 and 99.2, respectively, to this
report. A copy of the Press Release, dated February 16, 2001, issued by APW
Ltd. regarding the acquisition is attached as Exhibit 99.7 to this report.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Because of the ongoing audit, it is impractical to provide the
required financial statements of Mayville at the time this report is
being filed. Appropriate financial statements of Mayville will be
filed as soon as practicable as an amendment to this report, and in
any event not later than April 22, 2001.
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(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma financial
information at the time this Form 8-K is being filed. Appropriate pro
forma financial information required pursuant to Article 11 of
Regulation S-X will be filed as soon as practicable as an amendment to
this report, and in any event not later than April 22, 2001.
(c) Exhibits:
See Exhibit Index following the Signature page of this report, which
is incorporated herein by reference.
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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, thereunto duly authorized.
APW LTD.
(Registrant)
Date: February 21, 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)
S-1
APW LTD.
(the "Registrant")
(Commission File No. 1-15851)
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated February 16, 2001
Exhibit Filed
Number Description Herewith
99.1 Asset Purchase Agreement, X
among APW Ltd., Connell Limited
Partnership and others
99.2 Amendment No. 1 to the Asset X
Purchase Agreement among APW
Ltd., Connell Limited Partnership
and others
99.3 Indenture, Bill of Sale and X
Assignment
99.4 Instrument of Assumption of X
Liabilities
99.5 Registration Rights Agreement X
99.6 Transition Services Agreement X
99.7 APW Ltd. Press Release, dated X
February 16, 2001