As filed with the Securities and Exchange Commission on December 19, 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. 4)
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)
G04397 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: [X]
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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.
Amount N/A Filing N/A
Previously Paid: Party:
Form or N/A Date N/A
Registration No.: Filed:
RULE 13E-3 TRANSACTION STATEMENT
INTRODUCTION
This Amendment No. 4 is the final amendment to the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed by APW Ltd. ("APW") in connection with a
four-for-one reverse share split. The original Transaction Statement was filed
on September 12, 2002 along with a preliminary Information Statement. APW
subsequently filed Amendment No. 1 to this Schedule 13E-3 with the revised
preliminary Information Statement on November 1, 2002. APW filed Amendment No. 2
to this Schedule 13E-3 with a further revised preliminary Information Statement
on November 6, 2002. On November 25, 2002, APW filed Amendment No. 3 to this
Schedule 13E-3 with the definitive Information Statement. Shortly after the
filing of Amendment No. 3 to this Schedule 13E-3, APW mailed the Information
Statement to the warrant holders. 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. In connection with the reverse share split,
APW obtained a new CUSIP number. The CUSIP number was G04397 11 6. The new CUSIP
number is G04397 12 4.
ITEM 15. OTHER MATERIAL INFORMATION
(b) On December 18, 2002, APW effected a four-for-one reverse share split. As a
result of the reverse share split and pursuant to the warrant agreement, the
number of common shares issuable upon the exercise of each warrant was reduced,
and the exercise price per share of each warrant increased proportionately. Any
fractional warrants resulting from the reverse share split were redeemed for
cash, at a price of $4.20 per warrant (pre-split), as permitted by the warrant
agreement. After redeeming all of the fractional warrants resulting from the
reverse share split, APW has reduced the number of its warrant holders to fewer
than 300 and intends to file a Form 15.
ITEM 16. EXHIBITS
(a) Information Statement of APW Ltd. Previously filed as Exhibit 99.1 with
Schedule 13E-3, filed on November 25, 2002.
(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: December 19, 2002
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