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): 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 9. Regulation FD Disclosure.
This Amendment is being filed to update and amend matters described in a
Form 8-K, dated May 1, 2002 and to file such information under category "9" of
Form 8-K.
On May 1, 2002 the Board also approved, in general, the proposed plan of
reorganization described in the Disclosure Statement previously filed as exhibit
99.2 to the original Form 8-K. On May 3, 2002 APW Ltd. (the "Company") began
seeking consent of senior lenders and general unsecured creditors for the
proposed Chapter 11 plan of reorganization. The Company received signed letters
from approximately 90% in number and amount of the senior lenders in support of
the Plan. A copy of the Disclosure Statement was filed as an exhibit with the
original Form 8-K and is incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to the Disclosure
Statement.
The prospective financial information included in this Form 8-K has been
prepared by, and is the responsibility of, the Company's management.
PricewaterhouseCoopers LLP has neither examined nor compiled the accompanying
prospective financial information and, accordingly, PricewaterhouseCoopers LLP
does not express an opinion or any other form of assurance with respect thereto.
The PricewaterhouseCoopers LLP report included in the Company's August 31, 2001
Form 10-K relates to the Company's historical financial information. It does not
extend to the prospective financial information and should not be read to do so.
This prospective financial information was not prepared with a view toward
compliance with published guidelines of the Securities and Exchange Commission
or the guidelines established by the American Institute of Certified Public
Accountants for preparation and presentation of prospective financial
information (which requires additional information).
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to the report to be signed on
its behalf by the undersigned, thereunto duly authorized.
APW LTD.
(Registrant)
Date: June 4, 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
AMENDMENT NO. 1 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*
Exhibit 99.2 Disclosure Schedule and Plan of
Reorganization*
*Previously filed on Form 8-K dated May 1, 2002 and filed May 10, 2002
E-1