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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): September 26, 2000
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
Mailing address: P.O. Box 325, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(262) 523-7600
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Item 5. Other Events.
On September 26, 2000, APW Ltd. announced in a press release its fourth
quarter and annual results for the periods ending August 31, 2000.
In the same press release, APW Ltd. also stated its outlook for next year.
FY2001 Business Outlook for APW Ltd.
(in millions, except per share amounts and percentage calculations)
(The following statements are forward looking estimates; actual results may
differ materially.)
<TABLE>
<CAPTION>
Q1 01E Q2 01E Q3 01E Q4 01E FY01E
-------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Sales $ 352.0 $ 346.0 $ 401.0 $ 451.0 $1,550.0
Sales Growth 22% 25% 25% 28% 25%
EBITA $ 34.3 $ 32.5 $ 42.6 $ 51.3 $ 160.7
% Sales 9.7% 9.4% 10.6% 11.4% 10.4%
EBITDA $ 43.8 $ 43.0 $ 53.6 $ 62.8 $ 203.2
% Sales 12.4% 12.4% 13.4% 13.9% 13.1%
Cash EPS $ 0.51 $ 0.47 $ 0.64 $ 0.78 $ 2.40
======= ======= ======= ======= ========
Diluted EPS $ 0.37 $ 0.34 $ 0.50 $ 0.65 $ 1.86
======= ======= ======= ======= ========
Diluted shares
outstanding 41.250 41.500 41.750 42.000 41.625
</TABLE>
Definitions (tests believed useful to investors)
-----------
1. EBITA = Earnings before Interest, Taxes and Amortization of Intangible
Assets
2. EBITDA = Earnings before Interest, Taxes, Depreciation and Amortization of
Intangible Assets
3. Cash EPS = Cash earnings per share exclude the after-tax impact of
amortization.
These forward looking statements and projections for the future are based
on unaudited information, including APW Ltd.'s fourth quarter results. These
projections assume:
1
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. sales projections based on current underlying business conditions as of the
September 26, 2000 press release;
. the effective tax rate is assumed to be 30%;
. an effective blended interest rate of 7.75% on all interest bearing
obligations.
APW Ltd. assumes no obligation to update this prospective financial
information. Actual results could differ materially from those projected in the
prospective financial information forward-looking results. Certain of the above
comments represent forward looking statements made pursuant to the provisions of
the Private Securities Litigation Reform Act of 1995. Management cautions that
is the prospectus financial information based on current estimates of future
performance and are highly dependent upon a variety of factors which could cause
actual results to differ materially from these estimates. APW Ltd.'s results are
also subject to general economic conditions, continued market acceptance of the
Company's new product introductions, the successful integration of recent
acquisitions, operating margin risk due to competitive pricing, foreign currency
fluctuations and interest rate risk.
Such prospective financial information listed above was not prepared with a
view towards compliance with published guidelines of the Securities and Exchange
Commission, the guidelines established by the American Institute of Certified
Public Accountants for preparation and presentation of prospective financial
information or generally accepted accounting principles, and is included in this
Form 8-K at the advice of APW Ltd's counsel. This prospective financial
information has been prepared by and is the responsibility of APW Ltd.'s
management. PricewaterhouseCoopers LLP, APW Ltd's accountants, has not examined
nor compiled this 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 historical financial statements does not extend to the
prospective financial information and should not be read to do so.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index following the Signature page of this report, which
is incorporated herein by reference.
(i) Press release dated September 26, 2000.
2
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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: October 6, 2000 By: /s/ Todd Adams
------------------------
Todd Adams
Controller
(Duly authorized to sign on behalf of the
Registrant)
S-1
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APW LTD.
(the "Registrant")
(Commission File No. 1-15851)
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated September 26, 2000
Exhibit Filed
Number Description Herewith
99.1 APW Ltd. Press Release dated X
September 26, 2000
EI-1
