SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
APW Ltd.
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[LOGO] APW
APW LTD.
2 CHURCH STREET
HAMILTON HM CX, BERMUDA
N22 W23685 RIDGEVIEW PARKWAY WEST
WAUKESHA, WISCONSIN 53188-1013
(262) 523-7600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
APW Ltd.:
Notice is hereby given that the Annual Meeting of Shareholders of APW Ltd.
(the "Company"), a Bermuda company, will be held at Fairmont Royal Pavilion
Hotel, Palm Terrace Room, Porters, St. James, Barbados, on Monday, January 14,
2002, at 3:00 p.m., Barbados Time, for the following purposes:
. To elect two directors to the board of directors for a three-year term
expiring in 2005 and elect one director to the board of directors for a
two-year term expiring in 2004;
. To appoint PricewaterhouseCoopers LLP as the independent auditors of the
Company;
. To receive the report on the audited financial statements of APW Ltd.; and
. To transact such other business as may properly come before the Meeting or
any adjournment thereof; all as set forth in the accompanying Proxy
Statement.
The board of directors has fixed the close of business on November 26, 2001
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Meeting or any adjournment thereof.
This Notice and Proxy Statement are being mailed on or about December 17,
2001.
Whether or not you expect to attend the Meeting, please mark, sign, date and
return the enclosed proxy promptly in the accompanying envelope, which requires
no postage if mailed in the United States. It is important that your shares be
represented at the Meeting, whether your holdings are large or small. If for
any reason you should desire to revoke your proxy, you may do so at any time
before it is voted.
By Order of the Board of Directors,
ANTHONY W. ASMUTH III
Secretary
Milwaukee, Wisconsin
December 17, 2001
[LOGO] APW
APW LTD.
2 CHURCH STREET
HAMILTON HM CX, BERMUDA
N22 W23685 RIDGEVIEW PARKWAY WEST
WAUKESHA, WISCONSIN 53188-1013
(262) 523-7600
PROXY STATEMENT
-----------------
This Proxy Statement and accompanying proxy are being first mailed to
shareholders on or about December 17, 2001
-----------------
This Proxy Statement and accompanying proxy are furnished to the
shareholders of APW Ltd. ("APW" or the "Company") in connection with the
solicitation of proxies by the board of directors of the Company for use at the
Annual Meeting of Shareholders on Monday, January 14, 2002 and at any
adjournment thereof. Accompanying this Proxy Statement is a Notice of Annual
Meeting of Shareholders and a form of proxy for the Meeting. The Company's
Annual Report on Form 10-K for the year ended August 31, 2001, which
constitutes the 2001 Annual Report to Shareholders and accompanies this Proxy
Statement, contains financial statements and certain other information
concerning the Company. The Annual Report and such financial statements are
neither a part of this proxy statement nor incorporated herein by reference.
The shares represented by all properly executed proxies received in time for
the Meeting will be voted as specified on such proxies. In the absence of
contrary direction from a shareholder, proxies will be voted FOR all proposals
described in this proxy statement. A proxy may be revoked at any time before it
is exercised by giving written notice of revocation to the Secretary at the
Company's registered office, by submitting a later-dated proxy or by attending
the Meeting and voting the shares in person or by proxy holder. The cost of
soliciting proxies, including forwarding expense to beneficial owners of stock
held in the name of another, will be borne by the Company. The Company has
retained Georgeson Shareholder Communications Inc. to aid in the solicitation
of proxies, including the solicitation of proxies from brokerage firms, banks,
nominees, custodians and fiduciaries, for a fee of approximately $9,000 plus
disbursements. In addition, officers and employees of the Company may solicit
the return of proxies from certain shareholders by telephone or meetings. Such
officers and employees will receive no compensation therefor in addition to
their regular compensation. Shares held for accounts of participants in the
Company's 401(k) Plan will be voted in accordance with the instructions of
participants or otherwise in accordance with the terms of such plan.
Two or more persons present in person and representing, in person or by
proxy, a majority of the votes entitled to be cast by shares entitled to vote
constitutes a quorum for action on a matter at the Meeting. Directors are
elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election at a meeting at which a quorum is present. A "plurality"
means that the individuals who receive the largest number of votes are elected
as directors up to the maximum number of directors to be elected at the
Meeting. Proposal 2 requires a majority of votes cast at a meeting where a
quorum exists. Shares for which authority is withheld to vote for
director nominees and broker non-votes (for example, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) are considered present for purposes of establishing a quorum but will
have no effect on the election of directors or the other proposals except to
the extent that the failure to vote for a director nominee results in another
nominee receiving a larger number of votes. Votes attempted to be cast against
a candidate are not given legal effect and are not counted as votes cast in an
election of directors.
Effective July 31, 2000, the Company was spun-off from Applied Power Inc.
(now known as Actuant Corporation) ("Actuant"). The spin-off was completed to
separate Actuant's Industrial Business from its Electronic Business. The
spin-off was completed by distributing all of the outstanding shares of APW
stock to Actuant's shareholders as of the record date. Since July 31, 2001, APW
common stock has traded separately on The New York Stock Exchange, under the
ticker symbol "APW."
On November 26, 2001, the record date for determining shareholders entitled
to receive notice of and to vote at the Annual Meeting, the Company's
outstanding capital stock consisted solely of 40,810,170 shares of common stock
and no outstanding shares of the Company's Series A Junior Subordinated
preferred stock or any other class of shares. Each share of common stock
outstanding on the record date is entitled to one vote on all matters submitted
at the Meeting.
2
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of common stock by persons known by the Company to
beneficially own more than 5% of the outstanding shares of common stock, by
nominees for director and directors of the Company, by each executive officer
of the Company named in the Summary Compensation Table below and by the
Company's executive officers and directors as a group. Briefly stated, shares
are deemed to be beneficially owned by any person or group who has the power to
vote or direct the vote or the power to dispose or direct the disposition of
such shares, or who has the right to acquire beneficial ownership thereof
within 60 days. The number of shares set forth for the nominees for director,
directors and the executive officers is reported as of October 1, 2001. Amounts
for 5% shareholders are as of the date such shareholders reported such holdings
in filings under the Securities Exchange Act of 1934 (the "Exchange Act")
unless more recent information was provided.
Amount and Nature of Percent
Beneficial Ownership(1) of Class(2)
----------------------- -----------
Mellon Financial Corporation (3)........................... 4,205,265 10.3%
One Mellon Center
Pittsburgh, Pennsylvania 15258
Leon G. Cooperman (4)...................................... 2,585,270 6.3%
88 Pine Street, Wall Street Plaza 31/st/ Floor
New York, New York 10005
Credit Suisse Asset Management LLC......................... 2,303,119 5.6%
466 Lexington Avenue
New York, New York 10017
William J. Albrecht, (5) Senior Vice President............. 256,731 *
Bruno D'Avanzo, Director nominee........................... 0 *
Gustav H.P. Boel, (6) Former Senior Vice President......... 76,047 *
Richard D. Carroll, (7) Vice Pres. and Chief Fin. Officer.. 20,881 *
Peter Douglas, Director.................................... 0 *
Jack Heckel, (8) Director.................................. 24,501 *
Susan M. Hrobar, (9) Vice President - Human Resources...... 14,139 *
Joseph T. Lower, (10) Vice President - Finance and Bus. Dev 10,877 *
John J. McDonough, (11) Director........................... 25,000 *
Gerald T. McGoey, Director................................. 1,500 *
Richard G. Sim, (12) Chairman, CEO and President........... 1,435,075 3.5%
John Ziemniak, Director.................................... 0 *
All Executive Officers and Directors
as a Group (20 persons) (13)............................. 2,301,159 5.4%
- --------
* Less than 1%.
(1) Unless otherwise noted, the specified persons have sole voting power and/or
dispositive power over the shares shown as beneficially owned.
(2) Based on 40,795,095 common shares outstanding as of October 4, 2001.
(3) Based on most recently filed Schedule 13G, Mellon Financial Corporation has
shared voting power with respect to 594,100 of the shares.
3
(4) Based on most recently filed Schedule 13G, Mr. Cooperman has sole voting
and dispositive power with respect to 1,728,100 of the shares and shared
voting power with respect to 857,170 of the shares.
(5) Includes 2,000 shares held by Mr. Albrecht's spouse, 11,088 shares
allocated to Mr. Albrecht's 401(k) Plan and 216,614 shares issuable
pursuant to options exercisable currently or within 60 days of October 1,
2001. Excludes 27,004 deferred shares received upon the exercise of options
pursuant to the APW Ltd. option deferral program, because Mr. Albrecht does
not have voting or dispositive power over the shares.
(6) Includes 62,399 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001.
(7) Includes 1,392 shares allocated to Mr. Carroll's 401(k) Plan and 16,089
shares issuable pursuant to options exercisable currently or within 60 days
of October 1, 2001.
(8) Includes 19,501 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001.
(9) Includes 1,458 shares allocated to Ms. Hrobar's 401(k) Plan, 92 shares held
in the Company's Employee Stock Purchase Plan and 12,568 shares issuable
pursuant to options exercisable currently or within 60 days of October 1,
2001.
(10) Includes 117 shares allocated to Mr. Lower's 401(k) Plan and 760 shares
held in the Company's Employee Stock Purchase Plan.
(11) Includes 13,000 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001.
(12) Includes 18,710 shares held by a custodian for Mr. Sim's minor children
(with respect to which Mr. Sim disclaims beneficial ownership), 679,360
shares held in a family trust, 48,003 shares allocated to Mr. Sim's 401(k)
Plan and 689,002 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001 (held in a trust). Excludes 325,872
deferred shares received upon the exercise of options pursuant to the APW
Ltd. option deferral program, because Mr. Sim does not have voting or
dispositive power over the shares.
(13) Includes 68,298 shares allocated to officers' 401(k) Plan, 2,000 shares
held by a spouse, 140,000 shares held through a power of attorney, 1,351
shares held through the Employee Stock Purchase Plan, 907,492 shares held
by certain trust with respect to which certain officers have voting and
dispositive power, 18,710 shares held by a custodian for minor children
and 1,045,911 shares issuable pursuant to options exercisable currently or
within 60 days of October 1, 2001.
The beneficial ownership information set forth above, and below under
"Election of Directors," is based on information furnished by the specified
persons or known to the Company and is determined in accordance with Rule 13d-3
under the Exchange Act, as required for purposes of this Proxy Statement. It is
not necessarily to be construed as an admission of beneficial ownership for
other purposes.
ELECTION OF DIRECTORS
At the Meeting, two directors are to be elected to serve three year terms
until the 2005 annual meeting of shareholders and one nominee for director to
be elected to serve a two year term until the 2004 annual meeting of
shareholders. All nominees for director will serve until their successors shall
be elected and qualified. It is the intention of the persons named in the
accompanying form of proxy to nominate as directors and, unless otherwise
4
specified in a proxy by a shareholder, to vote such proxy for the election of
the persons named below. In the event any of the nominees should become unable
to serve as a director, an eventuality which management has no reason to
believe will occur, proxies may be voted for another nominee.
DIRECTORS FOR ELECTION FOR A TERM ENDING 2005
Common Stock
Beneficially Owned at
October 1, 2001
- - --------------------
Director Number of Percent
Name and Principal Position Age Since Shares of Class
- --------------------------- --- -------- --------- --------
Jack L. Heckel (1)(3)............................................................. 70 2000 24,501(4) *
Retired President and Chief Operating Officer, GenCorp. Inc. (manufacturer of
aerospace and defense, polymer and automotive products)
Gerald McGoey (1)(2)(3)........................................................... 53 2000 1,500 *
President, Jolian Investments Limited (investment firm)
DIRECTOR FOR ELECTION FOR TERM ENDING 2004
Bruno D'Avanzo.................................................................... 60 New 0 *
Chairman of the Board, Storm nominee
Telecommunications Ltd.
CONTINUING DIRECTORS
TERM ENDING 2003
John J. McDonough (2)(3).......................................................... 65 2000 25,000(5) *
Chairman, McDonough Medical Products Corp. since 2001 (a manufacturer of
medical and dental products); President and Chief Executive Officer, McDonough
Capital Company LLC (venture capital investment firm)
John Ziemniak (2)(3).............................................................. 47 2000 0 *
Venture capital activities and non-executive directorships in the TMT sector
TERM ENDING 2004
Peter Douglas (1)(3).............................................................. 45 2000 0 *
General Manager of ATI International SRL (Barbados subsidiary of supplier
of 3D graphics and multimedia technology for personal computers and
consumer electronics)
Richard G. Sim.................................................................... 57 2000 1,435,075(6) 3.5%
Chairman of the Board, President and Chief Executive Officer, APW
- --------
(1) Member of Audit Committee.
(2) Member of Nominating Committee.
(3) Member of Compensation Committee.
(4) Includes 19,501 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001.
(5) Includes 13,000 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001.
(6) Includes 18,710 shares held by a custodian for Mr. Sim's minor children
(with respect to which Mr. Sim disclaims beneficial ownership), 679,360
shares held in a family trust, 48,003 shares allocated to Mr. Sim's 401(k)
Plan and 689,002 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001 (held in a trust). Excludes 325,872
deferred shares received upon the exercise of options pursuant to the APW
Ltd. option deferral program, because Mr. Sim does not have voting or
dispositive power over the shares.
5
All of the nominees have held the positions with the Company, APW Ltd. (or
its predecessor) or other organizations shown in the above table during the
past five years, except that (a) John J. McDonough was Chief Executive Officer
of Newell Rubbermaid Inc. from 1997 to 2001, Chairman of SoftNet Systems, Inc.
from July 1995 through July 1997 and also served as its Chief Executive Officer
from September 1996 through July 1997, (b) Gerald McGoey was Chief Corporate
Officer of Bell Canada from 1994 to 1997, and (c) Bruno D'Avanzo was Executive
Vice President and Chief Operating Officer of Global Telesystems Inc. from 1996
to 1999.
Our board is divided into three classes with each director serving a
three-year term and one class being elected each year. Messrs. Heckel and
McGoey are in the class of directors whose term expires in 2002, and if elected
whose term will expire 2005. Messrs. McDonough and Ziemniak are in the class of
directors whose term expires in 2003. Messrs. Douglas and Sim are in the class
of directors whose term expires in 2004. Mr. D'Avanzo, if elected, will serve a
two year term that also expires in 2004. Each of these individuals will serve
as a director until his term ends, subject to his earlier death, resignation or
removal.
As of August 31, 2001: Jack L. Heckel is a director of WD-40 Co., Inc. and
Advanced Tissue Sciences, Inc. John J. McDonough is a director of infiNET
Integrated Solutions, Inc. and a member of the Board of Advisors for CGW
Southeast Fund and Mason Wells. Richard G. Sim is a director of Actuant
Corporation, IPSCO Inc. and Oshkosh Truck Corporation. Peter Douglas is a
director of Bico, Limited. John Ziemniak is a director of Axiom Systems Ltd.
and Whiteheat Ltd. (both UK incorporated entities). Gerald McGoey is a director
of Budd Canada and a nominee for director at Unique Broadband Services (CDNX
Co.).
MANAGEMENT
Executive Officers
As of the record date, the names, ages and positions of all of our executive
officers are listed below:
Name Age Position
- ---- --- --------
Richard G. Sim 57 Chairman, President and Chief Executive Officer
William J. Albrecht 50 Senior Vice President
Richard D. Carroll 38 Vice President and Chief Financial Officer
Susan M. Hrobar 46 Vice President, Human Resources
Joseph T. Lower 34 Vice President, Finance and Business Development
Thomas F. Giordano 50 Vice President, Global Supply Chain
Ralph Sandle, Jr. 58 Vice President, Americas Operations
Kash Pandya 38 Vice President, Europe & Asia Operations
Todd A. Adams 30 Corporate Controller
Michael F. Gasick 36 Treasurer
Anthony W. Asmuth III 59 Secretary
There are no family relationships among our directors or executive officers.
Set forth below are the name, office and position held with the Company and
principal occupations and employment during the past five or more years of each
of our executive officers.
6
Richard G. Sim--Chairman, President and Chief Executive Officer; Director.
Mr. Sim was elected President and Chief Operating Officer of our predecessor,
Applied Power Inc., in 1985, Chief Executive Officer in 1986 and Chairman of
the Board in 1988. From 1982 through 1985, Mr. Sim was a General Manager in the
General Electric Medical Systems Business Group. He is also Chairman of the
Board of Actuant Corporation and a director of IPSCO Inc. and Oshkosh Truck
Corporation.
William J. Albrecht--Senior Vice President. Mr. Albrecht was named Senior
Vice President of Applied Power Inc.'s Electronics business segment in May
1999. Prior to that he was Senior Vice President of the Company's Engineered
Solutions group from 1994. Prior to that, he served as Vice President and
President of Power-Packer and APITECH from 1991. He joined the Company in 1989
as Director of Marketing of the APITECH Division in the United States and
became General Manager shortly thereafter.
Richard D. Carroll--Vice President and Chief Financial Officer. Mr. Carroll
was named Vice President and Chief Financial Officer in April of 2001. Most
recently, he served as President of the Company's thermal management product
line from November 2000 to April 2001. Mr. Carroll was appointed Vice
President--Finance of Applied Power in January 2000. Previously, he served as
Financial Leader--Electronics during all of 1999. During 1998, Mr. Carroll was
appointed Treasurer and Controller of Applied Power Inc. From 1996 to 1997 he
was the Corporate Controller of Applied Power Inc. Mr. Carroll is a Certified
Public Accountant.
Susan M. Hrobar--Vice President, Human Resources. Ms. Hrobar was named Vice
President, Human Resources in November 2000. Previously she was named Vice
President--Communications of Applied Power Inc. in January 2000 and had
continued in that capacity with APW Ltd. Ms. Hrobar joined Applied Power Inc.
in 1994 and was the finance leader for the APITECH division until 1996 and from
1996 to 1998, the finance leader for the Enerpac division. From 1998 to 2000,
Ms. Hrobar was the finance leader for the Industrial business segment. Ms.
Hrobar is a Certified Public Accountant.
Joseph T. Lower--Vice President, Finance and Business Development. Mr. Lower
joined Applied Power Inc. in March 2000 as Vice President--Finance and Business
Development and has continued in that capacity with APW. From 1997 to March
2000 Mr. Lower was employed with Credit Suisse First Boston, as Director and
prior to that, as Vice President, Mergers and Acquisitions. Prior to that, Mr.
Lower was employed with SPS Transaction Services as Vice President, Corporate
Development and Financial Planning.
Thomas F. Giordano--Vice President, Global Supply Chain. Mr. Giordano was
named Vice President, Global Supply Chain in August of 2001. Prior to that,
from 1999 to 2001 he was the APW Global Supply Chain Leader. From 1996 to 1999
he was the leader for Global Sourcing--Tools and Supplies of Applied Power.
Ralph Sandle, Jr.--Vice President, Americas Operations. Mr. Sandle was named
Vice President, Americas Operations in August of 2001. He joined APW Ltd. in
February of 2001 as part of the acquisition of Mayville Metal Products where he
was President. Mr. Sandle was with Mayville Metal Products since 1993.
Kash Pandya--Vice President, Europe & Asia Operations. Mr. Pandya was named
Vice President, Europe & Asia Operations in August of 2001. Prior to that, he
was the Operations Leader, Europe & Asia since joining Applied Power in 1998.
From 1996 to 1998 he was at Caradon Plc in various operational roles, most
recently as the Director of European Operations.
Todd A. Adams--Corporate Controller. Mr. Adams was named Corporate
Controller of Applied Power Inc. in May 2000 and has continued as Corporate
Controller with the Company. Mr. Adams joined Applied Power Inc. in 1998 as
Manager of Financial Planning & Analysis. Mr. Adams was previously employed
with IDEX Corporation, from 1996 to 1998 in accounting and financial roles. Mr.
Adams is a Certified Public Accountant.
7
Michael F. Gasick--Treasurer. Mr. Gasick joined the Company in July 2001 as
Treasurer. Mr. Gasick was previously employed with Rockwell International
Corporation as Director of International Finance from 1999 to July 2001 and
with Ralston Purina Company as Director of Corporate Finance from 1994 to 1999.
Mr. Gasick is a Chartered Financial Analyst.
Anthony W. Asmuth III--Secretary. Mr. Asmuth is a partner in the law firm of
Quarles & Brady LLP, Milwaukee, Wisconsin, having joined the firm in 1989.
Quarles & Brady LLP performs legal services for the Company and certain of its
subsidiaries. Mr. Asmuth also serves as Secretary of Actuant Corporation.
Each officer is appointed by the board of directors and holds office until
he or she resigns, dies, is removed or a different person is appointed to the
office. The board of directors generally appoints officers at its meeting
following the Annual Meeting of Shareholders.
The Company understands that it, Mr. Sim and Mr. Albrecht have been sued in
connection with alleged violations of Federal securities laws which preceded a
drop in the price of its common stock ending on March 20, 2001. The complaint,
which is captioned Stewart Norman Hicks v. APW Ltd., et al., was filed on
December 10, 2001. The complaint alleges violations of Federal securities laws
and seeks certification of a plaintiff class consisting of all purchasers of
the Company's common stock between September 26, 2000 and March 20, 2001,
inclusive. The complaint does not quantify the damages sought. The Company has
not yet been served with the complaint and, therefore, cannot evaluate the
merits of this claim.
BOARD MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION
There were 14 meetings of the board of directors (4 of which were conducted
through the use of consent actions), 3 meetings of the Audit Committee and 13
meetings of the Compensation Committee (4 of which were conducted through the
use of consent actions) during the year ended August 31, 2001. The Nominating
Committee did not hold any meetings during that time. During the period in the
last fiscal year in which they served, all members of the board of directors
attended at least 75% of the aggregate number of meetings of the board of
directors and all the committees on which they served.
For fiscal year 2001, non-employee directors of the Company were paid an
annual retainer of $19,000, plus $1,000 per board or committee meeting
attended, and a stock option grant for 4,000 shares for serving on the board of
directors. For fiscal 2001, directors were automatically granted an option for
4,000 shares on January 17, 2001. The exercise price for those options was
$39.875 per share. Directors who are employees of the Company do not receive
separate remuneration in connection with their service on the board or board
committees.
The Compensation Committee of the board of directors determines the
compensation of the Company's executive officers, awards bonuses to such key
management personnel as the Committee selects and oversees the Company's stock
incentive, bonus and deferred compensation plans.
The Nominating Committee of the board of directors seeks qualified persons
for the position of director to recommend to the entire board of directors. In
carrying out its responsibilities, the Nominating Committee will consider
candidates suggested by other directors, employees and shareholders.
Suggestions of candidates to be considered by the Nominating Committee,
accompanied by biographical material, may be sent to the Secretary of the
Company at its corporate offices.
8
The Audit Committee of the board of directors: (i) reviews the scope and
timing of the audit of the Company's financial statements by the Company's
independent auditors; (ii) reviews with the independent auditors, and with the
Company's management, policies and procedures with respect to financial and
accounting controls; and (iii) reviews with the independent auditors their
reports on the Company's financial statements and recommendations they make for
improvements in the Company's internal controls and the implementation of such
recommendations.
The Audit Committee has adopted a written charter to govern its operation.
The Audit Committee is comprised solely of independent directors as defined and
required by Sections 303.01(B) and 303.02 (D) of the New York Stock Exchange
listing standards.
Report of the Audit Committee
The Audit Committee of the board of directors oversees and monitors the
participation of the Company's management and independent auditors throughout
the financial reporting process. No member of the Committee is employed by or
has any other material relationship with the Company.
In connection with its function to oversee and monitor the financial
reporting process, the Audit Committee has, among other things, done the
following:
. reviewed and discussed the audited financial statements for the fiscal year
ended August 31, 2001, with the Company's management;
. discussed with PricewaterhouseCoopers LLP, the Company's independent
auditors, those matters required to be discussed by SAS 61 (Codification of
Statements on Auditing Standards, AU 380); and
. received the written disclosures and letter from PricewaterhouseCoopers LLP
required by Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees) and discussed with PricewaterhouseCoopers LLP its independence.
Based upon the foregoing, the Committee recommended to the board of
directors that the audited financial statements be included in the Company's
annual report on Form 10-K for the fiscal year ended August 31, 2001.
Jack L. Heckel (Chairman)
Gerald T. McGoey
Peter A. Douglas
9
EXECUTIVE COMPENSATION
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
Development of Compensation Approach and Objectives. The Compensation
Committee of the board of directors is responsible for establishing all of the
policies under which compensation is paid or awarded to the Company's executive
officers, and also determines the amount of such compensation. No member of the
Committee is employed by the Company. The Committee's objective is to develop a
total compensation program that is competitive in the marketplace and provides
significant incentives. Compensation of the Company's executive officers has
consisted of three key components--salary, bonuses and stock options.
Salaries and Bonuses. The Committee retained an independent outside
consultant to provide data on competitive pay standards. This data, along with
management's recommendations for particular executive officer compensation and
information regarding an executive's experience, expertise and demonstrated
performance, were reviewed by the Committee in connection with setting fiscal
2001 salaries and bonus opportunities. Salary and bonus levels were intended to
approximate those in similar industries. Subsequent to initial salary and bonus
grants, those executives receiving significant additional responsibilities were
given increases in salaries and bonus opportunities. During the year, the
Committee established salary and bonus award levels for new executives at the
time they joined the Company.
Bonus payments are made to each executive based on the degree of year over
year improvement of the Company's financial performance. Company executives not
in charge of business units receive bonus payments based on the performance of
the Company as a whole. The measuring unit utilized for fiscal 2001 was
Adjusted Economy Value Added ("EVA"), defined as net operating profit after tax
less capital charges. Capital charges was defined as the capital employed in
the business multiplied by the Company's weighted average cost of capital.
Company executives responsible for business units receive bonuses based on a
combination of "Combined Management Measure" ("CMM"), for the applicable
business unit and corporate Adjusted EVA. CMM for a unit is calculated as EBITA
(earnings before interest, taxes and amortization) less 20% of net assets
employed by the unit.
For fiscal 2001, due to the Company's financial results and the failure to
meet targets, none of the executive officers received bonus payments under
these bonus plans.
On April 1, 2001, in response to the substantial adverse effect on the
Company of the severe downturn in the technology sector, the Company reduced
the salaries of executive officers by 10%. At approximately the same time, in
order to provide incentives to these executives, the Committee made stock
option grants to these executives at the then market price of $8.50 per share.
The Committee believed these grants were especially important, because most of
the options then held by these executives had been granted at prices
significantly above the then market value of the stock and these stock options
also partially offset the reduction in salaries being imposed. There were also
stock option awards made to those officers who received promotions during the
year and to newly hired executives at the time they joined the Company.
Chief Executive Officer Compensation. In connection with determining the
compensation for Richard G. Sim, the Company's Chief Executive Officer, the
Committee reviewed the data on competitive pay standards provided by the
outside consultant and Mr. Sim's performance. For fiscal 2001, the Committee
established a salary of $750,000 and a bonus opportunity of $600,000 for Mr.
Sim, with the bonus measurement to be based on Adjusted EVA. No bonus was paid
to Mr. Sim for fiscal 2001 because profits were below target levels. In light
of the Company's financial condition, on April 1, 2001, Mr. Sim's salary was
reduced 20%, a greater percent
10
reduction than other executives at his request. Mr. Sim also voluntarily
relinquished stock options for 650,000 shares previously granted to him so that
additional stock options would be available for other executives and employees.
Tax Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") limits the Company's federal
income tax deduction to $1,000,000 per year for compensation paid to its chief
executive officer or any of the other executive officers named in the summary
compensation table of this Proxy Statement. Performance-based compensation is
not, however, subject to the deduction limit, provided certain requirements of
Section 162(m) are satisfied. The Company believes that its stock plans comply
with the final Section 162(m) regulations adopted by the Internal Revenue
Service. In order to preserve the deductibility of performance-based
compensation, the Company will generally seek to comply with Section 162(m) of
the Code to the extent such compliance is practicable and in the best interests
of the Company and its shareholders.
John J. McDonough (Chairman)
Peter A. Douglas
Jack L. Heckel
Gerald T. McGoey
John Ziemniak
11
Summary Compensation Table
The following table sets forth compensation awarded to, earned by or paid to
the Company's Chief Executive Officer and each of the Company's other four most
highly compensated executive officers who were serving as executive officers
during fiscal 2001 for services rendered to the Company and its subsidiaries
("named executive officers"). The compensation for one other additional officer
is reported in this table because he would have qualified as one of the most
highly compensated executive officers before he resigned with the Company
during the last fiscal year. The annual compensation amounts include the
compensation paid in fiscal 2000 while the officers were employed by Applied
Power. The amount of option grants reported for fiscal 2000 include options
granted by Applied Power, with the amounts adjusted for the conversion from
Applied Power options to APW options as a result of the spin-off.
Because the Company began operating in fiscal 2000 and Applied Power is not
deemed a "predecessor corporation," compensation information for fiscal year
1999 from Applied Power is not presented in the following table. However, it is
set forth in a footnote thereto.
Long-Term
Compensation
Annual Compensation Awards
- - ------------------------------------------------- ------------
Securities
Underlying All Other
Other Annual Options/ Compensation
Name and Principal Position Year Salary Bonus Compensation(1)(2) SARs(#)(3) ($)(4)(5)
- --------------------------- ---- -------- ---------- ------------------ ------------ ------------
Richard G. Sim (6)
Chairman, President and Chief 2001 $714,999 -0- $410,149 -0- $14,020
Executive Officer 2000 716,535 $1,500,000 66,148 912,500 20,668
William J. Albrecht (6)(7) 2001 265,155 -0- 9,633 -0- 12,873
Senior Vice President 2000 340,002 382,800 9,303 254,167 11,915
Gustav H.P. Boel (6)(8)
Former Senior Vice 2001 128,116 -0- 42,086 -0- 25,954
President 2000 350,098 323,700(9) 4,297 254,167 7,494
Richard D. Carroll (6)(10)
Vice President and Chief 2001 221,111 83,333 17,301 120,000 21,082
Financial Officer 2000 186,925(9) 207,900(9) 11,953 45,166 11,379
Susan M. Hrobar (6)(11)
Vice President, Human 2001 197,577 -0- -0- 70,000 12,602
Resources 2000 155,000 150,226 -0- 45,166 13,703
Joseph T. Lower (12)
Vice President, Business 2001 196,346 -0- -0- 40,000 9,201
Development and Finance 2000 74,712 115,652 -0- 125,000 6,191
- --------
(1) The 2001 amounts consist entirely of interest paid on the Deferred Plan,
except for the following: (a) Mr. Sim received $410,149 in connection with
a loan from the Company (with a net financing amount totaling $222,899 and
the remainder of the amount consisting of tax gross-up payments), which has
been refinanced since reported for the fiscal year ended August 31, 2000
and has a current face amount of approximately $2,514,550. This loan is for
a residence located in London, England because his responsibilities require
him to divide his time between the Waukesha, Wisconsin and London, England
offices of the Company; and (b) Mr. Boel received $30,962 in connection
with the payment of living expenses for a residence located in London,
England.
(2) The 2000 amounts consist entirely of interest paid on the Deferred Plan
except for Mr. Sim who in fiscal 2000 received $66,148 in connection with a
loan in the face amount of approximately $2,560,000 for his residence
located in London, England.
12
(3) Consists entirely of stock options.
(4) The 2001 amount represents: (a) the Company's 401(k) Plan matching
contributions as follows: Mr. Albrecht--$2,775, Mr. Carroll--$2,775, Ms.
Hrobar--$2,410 and Mr. Lower--$1,333; (b) Company allocations under the
401(k) Plan as follows: Mr. Albrecht- $5,100, Mr. Carroll--$5,100, Ms.
Hrobar-- $5,100 and Mr. Lower--$5,100; (c) auto payments as follows: Mr.
Sim--$13,212, Mr. Albrecht--$4,443, Mr. Boel--$17,781, Mr. Carroll--$5,107,
Ms. Hrobar--$5,092 and Mr. Lower--$2,768; (d) imputed income: Mr.
Sim--$808, Mr. Albrecht--$555 and Mr. Boel--$785; (e) relocation or moving
expenses as follows: Mr. Boel--$7,388 and Mr. Carroll--$8,100.
(5) The 2000 amount represents: (a) the Company's 401(k) Plan matching
contributions as follows: Mr. Sim--$2,625, Mr. Albrecht--$2,625, Mr.
Boel--$2,625, Mr. Carroll--$2,625 and Ms. Hrobar--$2,625; (b) Company
allocations under the 401(k) Plan as follows: Mr. Sim--$4,800, Mr.
Albrecht--$4,800, Mr. Boel--$4,800, Mr. Carroll--$4,800, Ms. Hrobar--$6,400
and Mr. Lower--$2,921; (c) auto payments as follows: Mr. Sim--$13,243, Mr.
Albrecht--$4,490, Mr. Carroll--$3,900, Ms. Hrobar--$4,678 and Mr.
Lower--$3,250; and (d) imputed income: Mr. Boel--$69, Mr. Carroll--$54 and
Mr. Lower--$20.
(6) The above payments reflect payments for fiscal years 2000 and 2001. For
fiscal year 1999, these officers received the following while employed by
Applied Power: Mr. Sim--salary $662,977, bonus $120,000; Mr.
Albrecht--salary $290,964, bonus $75,600; Mr. Boel--salary $243,078, bonus
$155,000; Mr. Carroll--salary $145,192 (of which $11,250 was deferred
pursuant to the Applied Power Inc. Executive Deferred Compensation Plan),
bonus $70,680; Ms. Hrobar--salary $128,077, bonus $47,158.
(7) While Mr. Albrecht will continue to serve as Senior Vice President through
the date of the 2002 Annual Meeting, he has indicated that he intends to
resign as an employee effective February 28, 2002.
(8) Mr. Boel resigned as Senior Vice President of the Company effective
February 28, 2001.
(9) Includes amounts deferred pursuant to the APW Executive Deferral
Compensation Plan, Mr. Boel--bonus $171,181; Mr. Carroll salary $9,000,
bonus $23,850.
(10) Effective April 2001, Mr. Carroll was named Vice President and Chief
Financial Officer. Prior to that time, he served as President of the
Company's thermal management product line from November 2000 to April
2001. Prior to November 2001, Mr. Carroll served as the Company's Vice
President--Finance since January 2000.
(11) Effective November 2000, Ms. Hrobar was named Vice President, Human
Resources. Prior to that time, Ms. Hrobar was named Vice
President--Communications of Applied Power Inc. in January 2000 and had
continued in that capacity with APW Ltd.
(12) Mr. Lower joined Applied Power in March of 2000.
13
Option/SAR Grants in Last Fiscal Year
The following table sets forth information concerning stock option grants by
APW during the fiscal year to the named executive officers. No stock
appreciation rights ("SARs") were granted in fiscal 2001.
Individual Grants Potential Realizable Value At
------------------------------------------------ Assumed Annual Rates of Stock
Price Appreciation for Option
Term(3)
-----------------------------
Number of
Securities Percent of Total Exercise
Underlying Options/ SARs or
Options/ Granted to Base
SARs Employees in Price Expiration
Name Granted(#) Fiscal Year(1) ($/Sh) Date 5%($) 10%($)
- ---- ---------- ---------------- -------- ----------- -------- ----------
Richard G. Sim..... -0-
William J. Albrecht -0-
Gustav H.P. Boel... -0-
Richard D. Carroll. 30,000 1.9% $40.0000 09/21/10(2) $754,674 $1,912,491
40,000 2.5% 8.5000 03/28/11(4) 213,824 541,872
50,000 3.2% 9.3000 04/26/11(2) 292,436 741,090
Susan M. Hrobar.... 30,000 1.9% 45.9688 11/01/10(2) 867,286 2,197,873
40,000 2.5% 8.5000 03/28/11(4) 213,824 541,872
Joseph T. Lower.... 40,000 2.5% 8.5000 03/28/11(4) 213,824 541,872
- --------
(1) Based on stock option grants by the Company for an aggregate of 1,590,400
shares made to all Company employees during the fiscal year ended August
31, 2001.
(2) Unless earlier terminated, these options expire ten years from the date of
grant and become exercisable with respect to 50% of the shares two years
after the date of grant and, with respect to the remaining 50%, five years
after the date of grant. In the event of an acquisition of the Company, the
Compensation Committee may either provide for equivalent substitute options
to be granted to the optionees or a cash-out of the options based on the
highest fair market value per share of the Company common stock during the
60-day period immediately preceding the change in control.
(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% appreciation rates set by the Securities and Exchange
Commission and are not intended to forecast possible future appreciation,
if any, of the common stock price.
(4) Unless earlier terminated, these options expire ten years from the date of
grant and become completely exercisable seven years after the date of grant
or if the common stock reaches $20 per share. In the event of an
acquisition of the Company, the Compensation Committee may either provide
for equivalent substitute options to be granted to the optionees or a
cash-out of the options based on the highest fair market value per share of
the Company common stock during the 60-day period immediately preceding the
change in control.
14
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth information for each of the named executive
officers concerning options exercised during fiscal 2001 and the number and
value of stock options outstanding at the end of the fiscal year. No SARs are
outstanding.
Number of Securities
Underlying Value of Unexercised
Unexercised Options/ In-the-Money
SARs at Fiscal Year- Options/SARs at
End(#) Fiscal Year-End($) (2)
-------------------- ----------------------
Shares
Acquired
on Value
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable (1) cisable cisable (1)
- ---- -------- --------- ------- ----------- -------- -----------
Richard G. Sim..... 20,000 24,424 568,752 382,749 148,766 -0-
50,000 67,310
24,250 30,099
William J. Albrecht 8,667 334,388 175,664 324,799 $ 24,198 -0-
20,367 664,255
33,583 1,115,627
Gustav H.P. Boel... 4,334 139,355 62,399 -0- 2,860 -0-
2,166 4,356
Richard D. Carroll. -0- -0- 11,864 172,694 -0- -0-
Susan M. Hrobar.... -0- -0- 8,885 119,714 -0- -0-
Joseph T. Lower.... -0- -0- -0- 165,000 -0- -0-
- --------
(1) Represents unvested options at the end of fiscal 2001.
(2) Based on the August 31, 2001, closing price of the common stock on the New
York Stock Exchange.
Employment Agreement and Change-In-Control Arrangements
Effective November 1, 2000, the Company entered into change in control
agreements with four officers, Messrs. Sim, Albrecht and Lower and Ms. Hrobar.
Messrs. Carroll, Pandya and Sandle subsequently entered into change in control
agreements with the Company in 2001. The Company had also entered into change
in control agreements with Messrs. Boel and two other executive officers, all
of whom resigned their positions during fiscal year 2001. The change in control
agreements provide that upon a change in control and triggering event, the
officer can terminate his services and the Company shall pay to the officer
cash in a lump sum equal to two and one-half times the sum of the highest per
annum base rate of salary in effect during the one-year period immediately
prior to the termination of employment plus the highest annual bonus or
incentive compensation earned by the officer under any cash bonus or executive
compensation plan of the Company during the three completed fiscal years of the
Company immediately preceding the termination date. For purposes of the
agreements, a change in control means:
. sale of over 50% of stock of APW; or
. sale by APW of over 50% of its business or assets; or
. a merger or consolidation of APW with another corporation such that the
shareholders of APW prior to the transaction do not own at least 50% of
the surviving entity; or
15
. the acquisition by means of more than 25% of the voting power or common
stock of APW by any person or group; or
. the election of directors constituting a majority of APW's board of
directors pursuant to a proxy solicitation not recommended by the APW
board.
For purposes of the agreements, a triggering event means:
. reducing the base salary paid to the officer, the officer's bonus
opportunity or the total aggregate value of the fringe benefits received
by the officer; or
. a material change in the officer's position or duties or the officer's
reporting responsibilities; or
. a change in the location or headquarters where the officer is normally
expected to provide services to a location of 40 or more miles from the
previous location.
In the event that certain severance benefits may be subject to an excise tax
imposed by Section 4999 of the Code, then the officer will be entitled to an
additional payment to make the officer whole for the amount that would have
been received before the application of such excise tax and any income taxes.
Certain Relationships and Related Transactions
Spin-Off
Effective July 31, 2000, Applied Power Inc. (now known as Actuant
Corporation) completed the spin-off of the Company. Mr. Sim remains a director
of Actuant. The Company and Actuant are parties to various agreements providing
for the separation of their respective business operations. These agreements
govern various interim and ongoing relationships between the companies and
include the following:
. Contribution Agreement, Plan and Agreement of Reorganization and Distribution
. General Assignment, Assumption and Agreement regarding Litigation, Claims,
and other Liabilities
. Transitional Trademark Use and License Agreement
. Insurance Matters Agreement
. Employee Benefits and Compensation Agreement
. Tax Sharing and Indemnification Agreement
. Interim Administrative Services Agreement
. Confidentiality and Non Disclosure Agreement
Because these agreements were negotiated while the Company was a
wholly-owned subsidiary, they are not the result of negotiations between
independent parties, although Applied Power and the Company have set pricing
terms for interim services believed to be comparable to what could be achieved
through arms-length negotiations.
Residential Loan
Because his responsibilities require him to divide his time between the
Waukesha, Wisconsin and London, England offices of the Company, the Company has
financed a residential loan for Mr. Sim. The current face amount of the loan is
approximately 2,514,550. In fiscal 2001, Mr. Sim received $410,149 in
connection with this loan. $222,899 of that amount consisted of the net
financing of the loan and the remainder of the amount consisted of tax gross-up
payments. The interest rate on the total amount of the loan is 6.81%.
16
Performance Graph
Because APW has only been trading since July 2000, the following graph shows
the cumulative total shareholder return on the common stock during the
preceding year, and in the case of 2000, for the preceding month as compared to
the returns on the Standard & Poor's 500 Stock Index and the Standard & Poor's
Diversified Manufacturing Index.
The graph below compares the cumulative total of share return of our shares,
Standard & Poor's 500 Stock Index and a peer group that includes the following
businesses, which the Company considers to be a peer group Solectron,
Flextronics, Sanmina Corporation, Celestica Inc., Jabil Circuit Inc., SCI
Systems Inc., Plexus Corp. and C-MAC. The graph assumes that $100 was invested
in our shares, in the Standard & Poor's 500 Stock Index and the peer group
described above and reflects the annual return through August 31, 2001,
assuming dividend reinvestment. The comparisons in the graph below are based on
historical data and are not indicative of, or intended to forecast, possible
future performance of our shares. Because we began as an independent company on
July 31, 2000, the Company has not presented the prior history of Applied Power.
STOCK PERFORMANCE GRAPH
[CHART]
------------------------
Cumulative Total Return
- ---------------------------------------
7/24/00 8/00 8/01
- ---------------------------------------
APW LTD. 100.0 118.12 21.02
- ---------------------------------------
S&P 500 100.0 104.55 79.05
- ---------------------------------------
PEER GROUP 100.0 113.41 40.11
- ---------------------------------------
17
PROPOSAL 2
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY'S INDEPENDENT AUDITORS
Under Section 89 of the Companies Act 1981 of Bermuda, the Company's
shareholders have the authority to appoint the independent auditors of APW Ltd.
and to authorize the board of directors to determine the auditors'
remuneration. Upon the recommendation of the Audit Committee, the accountants
have audited consolidated financial statements for the fiscal year ending
August 31, 2001. On October 28, 2001, the board of directors appointed
PricewaterhouseCoopers LLP as the Company's independent auditors, subject to
shareholder approval. The board of directors is asking shareholders to approve
such appointment for 2002 and the authority of the board to determine their
remuneration.
PricewaterhouseCoopers LLP served as the Company's independent auditors for
fiscal year 2000 and 2001. PricewaterhouseCoopers LLP also audited other
consolidated financial statements of APW Ltd. filed with the SEC in connection
with APW Ltd.'s Form 10 registration statement. A representative of
PricewaterhouseCoopers LLP is not expected to be present at the Meeting.
FEES BILLED TO THE COMPANY BY
PRICEWATERHOUSECOOPERS LLP DURING FISCAL 2001.
Audit Fees--The aggregate fees billed to the Company by
PricewaterhouseCoopers LLP in connection with (i) the audit of the Company's
August 31, 2001 financial statements were $1,086,000 and (ii) the review of the
financial statements included in the Company's Form 10-Q quarterly reports for
the fiscal year ended August 31, 2001 were $27,000.
Financial Design and Implementation Fees--No fees were billed by
PricewaterhouseCoopers LLP for financial design or implementation services
rendered during the fiscal year ended August 31, 2001.
All Other Fees--The aggregate fees billed by PricewaterhouseCoopers LLP for
non-audit services, other than information technology services during the
fiscal year ended August 31, 2001 were $837,000.
The Audit Committee has considered the compatibility of the non-audit
services provided by PricewaterhouseCoopers LLP to PricewaterhouseCoopers LLP's
continued independence.
The board recommends that you vote FOR approval of the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors and of the
authority of the board of directors to determine their remuneration.
RECEIVE, CONSIDER AND ACCEPT THE REPORT
ON FINANCIAL STATEMENTS OF APW LTD.
In accordance with Section 84 of the Companies Act 1981 of Bermuda, the
audited consolidated financial statements of the Company for the fiscal year
ended August 31, 2001 will be presented at the Meeting. These statements have
been accepted by the directors of the Company. There is no requirement under
Bermuda law that such statements be approved by shareholders, and no such
approval will be sought at the Meeting.
18
OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors, executive officers and persons who beneficially own 10% or
more of the common stock are required to report their initial ownership of
common stock and subsequent changes in that ownership to the Securities and
Exchange Commission and the New York Stock Exchange. Specific due dates for
those reports have been established and the Company is required to disclose in
this Proxy Statement any failure to file by those due dates during fiscal 2001.
Based upon a review of such reports furnished to the Company, or written
representations that no reports were required, the Company believes that all of
those filing requirements were satisfied with respect to fiscal 2001.
Shareholder Proposals
Shareholder proposals must be received by the Company no later than August
20, 2002 in order to be considered for inclusion in the Company's annual
meeting proxy statement and form of proxy next year. Shareholders who wish to
submit proposals not intended to be included in the Company's annual meeting
proxy statement and form of proxy for next year or nominations for director are
required by the Company's bye-laws to provide notice of such proposals or
nominations to the principal executive offices of the Company. This notice must
be delivered to the Company no later than November 2, 2002 to be considered
timely. The notice must contain the information contained in the Company's
bye-laws.
Additional Matters
Other than the proposals and matters described herein, management is not
aware of any other matters which will be presented for action at the annual
meeting. If other matters do come before the annual meeting, including any
matter as to which the Company did not receive notice by October 20, 2001 and
any shareholder proposal omitted from this Proxy Statement pursuant to
applicable rules of the Securities and Exchange Commission, it is intended that
proxies will be voted in accordance with the judgment of the person or persons
exercising the authority conferred thereby.
In the event that a shareholder who requested that the agenda for the Annual
Meeting and this Proxy Statement include proposals requesting the Board of
Directors to explain or defend 1) Company efforts to exclude a submitted
proposal from a vote at the 2002 annual meeting that recommended a shareholder
vote on poison pills, 2) Why Director L. Dennis Kozlowski was the recipient of
approximately two times more no votes than other directors at the January 2001
annual meeting, 3) Why APW Ltd. 2001 Outside Directors' Stock Option Plan was
the recipient of 296.7 times more no-votes than that of the auditors, and 4)
Why the APW Ltd. 2001 Stock Option Plan was the recipient of 296.6 times more
no-votes than that of the auditors, at the Annual Meeting, it is intended that
proxies will be voted with discretionary authority against such proposals.
If other matters do come before the Annual Meeting, including any matter as
to which the Company did not receive timely notice and any shareholder proposal
omitted from this Proxy Statement pursuant to applicable rules of the
Securities and Exchange Commission, it is intended that proxies will be voted
in accordance with the judgment of the person or persons exercising the
authority conferred thereby.
By Order of the Board of Directors,
Anthony W. Asmuth III Secretary
Milwaukee, Wisconsin
December 17, 2001
19
It is important that proxies be returned promptly. Therefore, whether or not
you expect to attend the Annual Meeting in person, shareholders are requested
to complete, date, sign and return their proxies as soon as possible.
A copy (without exhibits) of the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 2001, as filed with the Securities and
Exchange Commission, has been provided with this Proxy Statement. Additional
copies of the Form 10-K are available, free of charge, upon request directed to
Investor Relations, APW Ltd., N22 W23685 Ridgeview Parkway West, Waukesha,
Wisconsin 53188-1013, telephone: (262) 523-7600.
20
APW LTD.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 14, 2002
P R O X Y
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued from Reverse Side)
APW LTD. 2002 ANNUAL MEETING
Election of Directors:
For Term Ending 2005
--------------------
1. - JACK L. HECKEL [ ] FOR all nominees [ ] WITHHOLD
2. - GERALD MCGOEY listed to the left AUTHORITY
For Term Ending 2004 (except as specified to vote for all
--------------------
1. - BRUNO D'AVANZO below). Nominees listed
to the left.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right).
- --------------------------------------------------------------------------------
2. Approval of the appointment of PricewaterhouseCoopers LLP as APW Ltd.'s
independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come
before the Meeting or any adjournment thereof; all as set out in the Notice and
Proxy Statement relating to the Meeting, receipt of which is hereby
acknowledged.
Check appropriate box Date ___________________NO. OF SHARES
Indicate changes below:
Address Change? [ ] Name Change? [ ]
[ ]
SIGNATURE(S) IN BOX
PLEASE SIGN PERSONALLY AS
NAME APPEARS AT LEFT. When
signing as attorney,
executor, administrator,
personal representative,
trustee or guardian, give
full title as such. If
signer is a corporation,
sign full corporate name by
duly authorized officer. If
stock is held in the name
of two or more persons, all
should sign.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
APW LTD.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 14, 2002
P R O X Y
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RICHARD G. SIM, RICHARD D. CARROLL and ANTHONY W. ASMUTH III, and each of them,
are hereby authorized as Proxies, with full power of substitution, to represent
and vote the common stock of the undersigned at the Annual Meeting of
Shareholders of APW Ltd., a Bermuda company, to be held on Monday, January 14,
2001, or any adjournment thereof, with like effect as if the undersigned were
personally present and voting upon the matters indicated on the reverse side of
this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
SPECIFIED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED UNDER ITEM 1 AND FOR PROPOSAL
2.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
(Continued on Reverse Side)