UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1*
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
*This amendment is filed pursuant to the provisions of paragraph (a)(4) of Item
7 of Form 8-K.
Item 7. Financial Statements and Exhibits.
Pursuant to the provision of paragraph (a)(4) of Item 7 of Form 8-K, Item 7
of the Form 8-K is hereby amended to file the financial information required to
be filed in connection with the acquisition reported in Item 2 of the Form 8-K
reporting the acquisition of Mayville Metal Products Division of Connell Limited
Partnership ("Mayville").
(a) Financial Statements of Mayville
See pages 1 through 10 of Exhibit 99.4 below.
The following historical audited financial statements together with
the report of independent accountants are filed herewith as Exhibit
99.4.
Balance Sheets, December 31, 2000 and 1999;
Statements of Income and Parent Investment for the years ended
December 31, 2000 and 1999;
Statements of Cash Flows for the years ended December 31, 2000 and
1999; and
Notes to financial statements.
(b) Unaudited Pro Forma Financial Information
See pages 1 to 3 below of Exhibit 99.5. The following unaudited pro
forma combined condensed financial statements of APW Ltd. are filed
herewith.
APW Ltd. unaudited pro forma combined condensed Statements of Earnings
(Loss) for the six months ended February 28, 2001 and for the year
ended August 31, 2000 and related notes to unaudited pro forma
combined condensed financial statements.
(c) Exhibits:
See attached exhibit list.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
APW LTD.
(Registrant)
Date: April 20, 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/A CURRENT REPORT
Dated February 16, 2001
Exhibit Filed
Number Description Herewith
23.1 Consent of PricewaterhouseCoopers LLP X
for audited financial statements of
Mayville Metal Products Division
of Connell Limited Partnership
99.1 Asset Purchase Agreement, among APW
Ltd., Connell Limited Partnership
and others*
99.2 Amendment No. 1 to the Asset Purchase
Agreement among APW Ltd., Connell
Limited Partnership and others*
99.3 APW Ltd. Press Release, dated
February 14, 2001*
99.4 Mayville Metal Products Division X
of Connell Limited Partnership,
balance sheets as of December 31,
2000 and 1999, statements of income
and parent investment and cash flows
for the years ended December 31,
2000 and 1999, and Notes to Financial
Statements, together with the report
of independent accountants dated
February 28, 2001
EI-1
99.5 APW Ltd. unaudited pro forma combined X
condensed statements of earnings
(loss) for the fiscal year ended
August 31, 2000 and for the six months
ended February 28, 2001 and related
notes to unaudited pro forma combined
condensed financial statements
*Previously filed with original Form 8-K
EI-2