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): May 1, 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 May 1, 2002, APW Ltd. (the "Company") amended its Shareholder Rights
Agreement dated July 17, 2000, between the Company and Firstar Bank, N.A. (n/k/a
U.S. Bank, N.A.), as Rights Agent (the "First Amendment") to permit the
contemplated plan of reorganization without triggering the rights. The First
Amendment provides that certain lenders under the Company's Multi-Currency
Credit Facility will not be deemed acquiring persons under the Rights Agreement
when they are issued common stock in an Agreement being negotiated between the
Company and the lenders. The First Amendment further provides that the
transactions contemplated by the Company and the lenders in the Agreement will
not constitute a Triggering Event or a Separation Date (as those terms are
defined in the Rights Agreement).
A copy of the First Amendment is attached to this filing as an exhibit and
is incorporated herein by reference. The foregoing description is qualified in
its entirety by reference to the First Amendment.
On May 1, 2002 the Board also approved, in general, the proposed plan of
reorganization described in the Disclosure Statement filed as an exhibit. On
May 3, 2002 the Company began seeking consent of senior lenders and general
unsecured creditors for the proposed Chapter 11 plan of reorganization. The
Company is seeking votes until May 14, 2002 of the Plan. As of May 9, 2002, the
Company has received signed letters from senior lenders in excess of the
required 66 2/3% in amount needed to approve the Plan. A copy of the Disclosure
Statement is attached to this filing as an exhibit and is incorporated herein by
reference. The foregoing description is qualified in its entirety by reference
to the Disclosure Statement.
Also on May 1, 2002, the Company accepted Gerald McGoey's resignation as a
director of the Company pursuant to a letter dated April 16, 2002. The Company
now has five directors.
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: May 10, 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: May 1, 2002
Exhibit Filed
Number Description Herewith
Exhibit 99.1 Form of Amendment No. 1 to the Rights Plan X
Exhibit 99.2 Disclosure Schedule and Plan of Reorganization X
E-1