As filed with the Securities and Exchange Commission on November 25, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 3)
APW Ltd.
(Name of the Issuer)
APW Ltd.
(Name of Person(s) Filing Statement)
Warrants to Purchase Common Shares with an exercise price of $448.95
(Title of Class of Securities)
G04937 11 6
(CUSIP Number of Class of Securities)
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Richard D. Carroll
Vice President and Chief Financial Officer
APW Ltd.
2 Church Street
Hamilton, Bermuda
-and-
N22 W23685 Ridgeview Parkway West
Waukesha, WI 53188
(262) 523-7600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
with copies to:
Anthony W. Asmuth III
Walter J. Skipper
Quarles & Brady LLP
411 East Wisconsin Ave.
Milwaukee, WI 53202
(414) 277-5000
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This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934 (the "Act").
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [X] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* Amount of filing fee*
$254,545 $51.00
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*Based upon the $4.20 redemption price per warrant and up to 60,606 warrants
that are issued and outstanding and assumes all warrants would be redeemed in
the Rule 13e-3 transaction.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
RULE 13E-3 TRANSACTION STATEMENT
INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3
is being filed by APW Ltd. ("APW") in connection with a four-for-one reverse
share split and being sent to all warrant holders. Under the warrant agreement's
terms, warrants to acquire fractional common shares will be redeemed for cash
and, when effected, APW will have less than 300 record holders of its class of
outstanding warrants for common shares with a pre-split exercise price of
$448.95. The information set forth in the Information Statement, including any
appendices thereto, is incorporated herein by reference, and the responses to
each item in this Schedule 13E-3 are qualified in their entirety by the
information contained in the Information Statement and any appendices or
exhibits thereto.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Information Statement under the caption
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a)-(d) The information set forth in the Information Statement under the
caption "The Company" is incorporated herein by reference.
(e) None.
(f) APW has not purchased any of the outstanding warrants during the
prior two years. However, prior to the effectiveness of the reverse share split,
APW intends to repurchase 5,640 warrants held by its 401(k) Plan. See the
information set forth in the Information Statement under the caption "Redemption
of 401(k) Warrants," which is incorporated herein by reference. In addition, in
connection with the original issuance of warrants on July 31, 2002, no
fractional warrants were issued but, instead, payment of $4.20 per warrant is
being made in lieu of issuing fractional warrants.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) The information set forth in the Information Statement under the
captions "Introductory Statement," "Directors and Executive Officers" and
"Common Share Ownership" is incorporated herein by reference. This Statement is
filed by APW, the issuer of the warrants. The warrants are subject to the Rule
13e-3 transaction. APW also has common shares outstanding which are not subject
to this Rule 13e-3 transaction.
(b) Not applicable.
(c) The information set forth in the Information Statement under the
captions "Introductory Statement," "Directors and Executive Officers" and
"Common Share Ownership" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the Information Statement under the
captions "Summary Term Sheet," "Change to APW's Capital Structure--The Reverse
Share Split" and "Reasons for the Reverse Share Split and Consequences to
Warrant Holders" is incorporated herein by reference.
(b) The information set forth in the Information Statement under the
caption "Common Share Ownership" is incorporated herein by reference.
(c) None.
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(d) The information set forth in the Information Statement under the
caption "Summary Term Sheet--Dissenters' Rights" is incorporated herein by
reference.
(e) The information set forth in the Information Statement under the
caption "Reasons for the Reverse Share Split and Consequences to Warrant
Holders--Fairness of the Reverse Share Split" is incorporated herein by
reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a)-(c), (e) The information set forth in the Information Statement under the
caption "Certain Relationships and Related Transactions With Shareholders and
Officers and Directors" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) Not Applicable.
(c)(1)-(8) The information set forth in the Information Statement under the
captions "Summary Term Sheet" and "Reasons for the Reverse Share Split and
Consequences to Warrant Holders" is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a)-(d) The information set forth in the Information Statement under the
caption "Reasons for the Reverse Share Split and Consequences to Warrant
Holders" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(f) The information set forth in the Information Statement under the
caption "Fairness of the Reverse Share Split" is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a) The information set forth in the Information Statement under the
caption "Reasons for the Reverse Share Split and Consequences to Warrant
Holders--Purpose of the Reverse Share Split" and "Reasons for the Reverse Share
Split and Consequences to Warrant Holders--Fairness of the Reverse Share Split"
is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(c) The information set forth in the Information Statement under the
caption "Reasons for the Reverse Share Split and Consequences to Warrant
Holders--Financing of the Reverse Share Split" is incorporated herein by
reference.
(d) Not applicable.
ITEM 11. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY
(a) The information set forth in the Information Statement under the
caption "Common Share Ownership" is incorporated herein by reference.
(b) Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
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(d)-(e) Not applicable.
ITEM 13. FINANCIAL STATEMENTS
(a) The information set forth in the Information Statement under the
caption "Historical Financial and Related Information" is incorporated herein by
reference.
(b) Not applicable.
(c) The information set forth in the Information Statement under the
caption "Historical Financial and Related Information" is incorporated herein by
reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) None.
(b) The information set forth in the Information Statement under the
caption "Reasons for the Reverse Share Split and Consequences to Warrant
Holders--Financing of the Reverse Share Split" is incorporated herein by
reference.
ITEM 15. OTHER MATERIAL INFORMATION
(b) The information set forth in the Information Statement is
incorporated herein by reference in its entirety.
ITEM 16. EXHIBITS
(a) Information Statement of APW Ltd. filed November 25, 2002 attached
hereto as Exhibit 99.1.
(b)-(c) Not applicable.
(d) Investor Rights Agreement among shareholders, dated July 31, 2002
(previously filed as Exhibit 99.2 with Schedule 13E-3, filed on September 12,
2002).
(f) Not applicable.
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
APW Ltd.
By: /s/ Richard D. Carroll
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Richard D. Carroll
Vice President and
Chief Financial Officer
Dated: November 25, 2002
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