UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No. 1-15851
(Check One)
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: May 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I--Registration Information
Full Name of Registrant: APW Ltd.
Former Name if Applicable: NA
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)
Part II--Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III--Narrative
As previously reported, on May 16, 2002, the Registrant filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"). Since that date, the Registrant
has continued to manage its properties and operate its businesses as a
"debtor-in-possession" ("DIP") under the jurisdiction of the Bankruptcy Court
and in accordance with the applicable provisions of the Bankruptcy Code.
The Registrant cannot timely file its Form 10-Q for the fiscal quarter ended May
31, 2002 because the members of its management have been required to devote a
considerable amount of their time on dealing with demands of the Chapter 11
proceedings. In addition to the Chapter 11 proceedings, members of management
have been running the business of the Registrant so that the Registrant emerges
from the Chapter 11 proceedings in a stronger financial position. Because of
these reasons, the Registrant needs additional time to properly complete the
financial statements and Management's Discussion and Analysis sections of the
Form 10-Q.
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Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Richard D. Carroll (262) 523-7600
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For the fiscal quarter ended May 31, 2001, the Registrant reported $300.2
million in net sales, a net loss of $54.7 million, and a net loss per share of
$1.37. For the fiscal quarter ended May 31, 2002, the Registrant expects to
report net sales of $221.9 million. Based on the performance of the Registrant
in the previous fiscal quarters of this year and the current economic
conditions, the Registrant believes that the results of operations for the
fiscal quarter ended May 31, 2002 will be lower than the results of operations
for the fiscal quarter ended May 31, 2001. The Registrant is unable at this time
to formulate a reasonable estimate of the results of operations for the fiscal
quarter ended May 31, 2002 due to the preliminary and unsynthesized nature of
the financial numbers received by the Registrant to date.
APW Ltd.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 15, 2002 By: /s/ Richard D. Carroll
---------------------------------
Richard D. Carroll
Vice President - Chief Financial
Officer
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