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 13, 2002
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
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(262) 523-7600
Item 5. Other Events.
On February 13, 2002 APW Ltd. completed the divestiture of its Zero Cases
division, which was owned by two of APW Ltd.'s subsidiaries, to Zero
Manufacturing, Inc. and Zero Cases (UK) Limited. This divestiture was pursuant
to the terms of an amended Asset Purchase Agreement by and among APW North
America Inc. and Air Cargo Equipment (UK) Limited, on the one hand, and Zero
Manufacturing, Inc. and Zero Cases (UK) Limited, on the other hand. The net cash
proceeds from the transaction are approximately $20 million, before fees,
adjustments and related expenses.
The Zero Cases division designs, manufactures and markets industrial and
consumer cases, including the Zero Halliburton line of consumer attaches. The
division was acquired as part of APW Ltd.'s acquisition of the Zero Corporation
in 1998.
Copies of the press release issued by APW Ltd. on February 13, 2002, the Asset
Purchase Agreement and Amendment No. 1 to the Asset Purchase Agreement are filed
as exhibits to this report.
Item 7. Exhibits
Please see exhibit index which is incorporated by reference herein.
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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 19, 2002 By: /s/ Richard D. Carroll
---------------------------
Richard D. Carroll
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
Date of Report: February 13, 2002
Exhibit Filed
Number Description Herewith
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Exhibit 99.1 Press Release dated February 13, 2002, by APW Ltd. X
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Exhibit 99.2 Asset Purchase Agreement dated February 4, 2002 X
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Exhibit 99.3 Amendment No. 1 to Asset Purchase Agreement dated X
February 13, 2002
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