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As filed with the Securities and Exchange Commission on October 25, 1994.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN PRESIDENT COMPANIES, LTD.
(Exact name of registrant as specified in its charter)
Delaware 94-2911022
______________________________ __________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 Broadway
Oakland, California 94607
______________________________ _________________
(Address of Principal (Zip Code)
Executive Offices)
AMERICAN PRESIDENT COMPANIES, LTD. 1989 STOCK INCENTIVE PLAN
____________________________________________________________
(Full title of the plans)
MARYELLEN B. CATTANI, ESQ. Copies to:
Senior Vice President, General Counsel
and Secretary STANTON D. WONG, ESQ.
American President Companies, Ltd. Pillsbury Madison & Sutro
1111 Broadway P.O. Box 7880
Oakland, California 94607 San Francisco, CA 94120
(510) 272-8000 (415) 983-1000
______________________________ _______________
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee(1)
[S] [C] [C] [C] [C]
Common Stock 2,000,000 $24.75 $49,500,000 $17,068.97
$.01 par value shares
(1) Pursuant to Rule 457(h), the registration fee was computed on the basis
of the market value of the Common Stock, computed in accordance with
Rule 457(c) on the basis of the average high and low prices per share
of such Common Stock as reported on the New York Stock Exchange Composite
Transactions Tape (as reported by The Wall Street Journal) on October
21, 1994.
_________________
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
The following Registration Statements on Form S-8 of the Registrant filed
with the Securities and Exchange Commission are hereby incorporated by
reference: File No. 33-28640 (effective June 1, 1989); File No. 33-36030
(effective July 24, 1990); and File No. 33-47492 (effective April 27, 1992).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by American President Companies, Ltd. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act"), which includes the audited financial
statements of the Company for the fiscal year ended December 31, 1993.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 8, 1994, filed pursuant to Section 13 of the Exchange Act.
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 1, 1994, as amended on Form 10-Q/A dated August 17, 1994, filed
pursuant to Section 13 of the Exchange Act.
(4) The Company's Current Report on Form 8-K, dated January 6, 1994.
(5) All other reports filed by the Company since December 31, 1993 with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act.
(6) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A, including any subsequent
amendment or report filed for the purpose of updating such information (File
No. 1-8544).
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
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Statement and to be a part hereof from the date of filing of such documents.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Oakland, State of California, on October 25, 1994.
AMERICAN PRESIDENT COMPANIES, LTD.
By /s/ Maryellen B. Cattani
Maryellen B. Cattani
Senior Vice President,
General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
John M. Lillie * Chairman of the Board, October 25, 1994
President and Chief
Executive Officer
(Principal Executive Officer)
and Director
Will M. Storey * Executive Vice President, October 25, 1994
Chief Financial Officer
and Treasurer
(Principal Financial
Officer
and Director)
William J. Stuebgen * Vice President - October 25, 1994
Controller
(Principal Accounting
Officer)
Charles S. Arledge * Director October 25, 1994
John H. Barr * Director October 25, 1994
Tully M. Friedman * Director October 25, 1994
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Joji Hayashi * Director October 25, 1994
F. Warren Hellman * Director October 25, 1994
Toni Rembe * Director October 25, 1994
Timothy J. Rhein * Director October 25, 1994
Forrest N. Shumway * Director October 25, 1994
G. Craig Sullivan * Director October 25, 1994
Barry L. Williams * Director October 25, 1994
* By /s/ Maryellen B. Cattani
Maryellen B. Cattani
Attorney-in-Fact
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Exhibit
Number Exhibit
5.1 Opinion regarding legality of
securities to be offered
23.1 Consent of Arthur Andersen &
Co., Independent Public
Accountants
23.2 Consent of Pillsbury
Madison & Sutro (included in
Exhibit 5.1)
24.1 Power of Attorney
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EXHIBIT 5.1
LAW OFFICES OF
PILLSBURY MADISON & SUTRO
Los Angeles POST OFFICE BOX 7880 Orange County
San Jose SAN FRANCISCO, CALIFORNIA 94120 Sacramento
Washington, D.C. TELEPHONE (415) 983-1000 Menlo Park
San Diego TELEPHONE (415) 398-2096 Tokyo
Writer's Office and
Direct Dial Number
October 25, 1994
American President Companies, Ltd.
1111 Broadway
Oakland, CA 94607
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed
by American President Companies, Ltd., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 2,000,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), issuable
pursuant to the American President Companies, Ltd. 1989 Stock Incentive
Plan (the "Plan"), it is our opinion that such shares of the Common Stock
of the Company, when issued and sold in accordance with the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro
Pillsbury Madison & Sutro
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 11,
1994, included in American President Companies, Ltd. Form 10-K for the
fiscal year ended December 31, 1993 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
San Francisco, California
October 24, 1994
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Will M. Storey, Maryellen B. Cattani,
Peter A. V. Huegel and Timothy J. Windle, jointly and severally, his or her
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all of the offices and capacities with the
Registrant, as shown below, to execute for him or her on his or her behalf
any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with all exhibits thereto,
and any other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
their substitute or substitutes, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that each of said attorneys-
in-fact and agents or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
SIGNATURE TITLE DATE
/S/ JOHN M. LILLIE Chairman of the Board, October 7, 1994
John M. Lillie President and Chief
Executive Officer
(Principal Executive Officer)
and Director
/S/ WILL M. STOREY Executive Vice President, October 7, 1994
Will M. Storey Chief Financial Officer
and Treasurer
(Principal Financial
Officer
and Director)
/S/ W. STUEBGEN Vice President - October 7, 1994
William J. Stuebgen Controller
(Principal Accounting
Officer)
/S/ CHARLES S. ARLEDGE Director October 7, 1994
Charles S. Arledge
/S/ JOHN H. BARR Director October 7, 1994
John H. Barr
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/S/ TULLY FRIEDMAN Director October 7, 1994
Tully M. Friedman
/S/ JOJI HAYASHI Director October 7, 1994
Joji Hayashi
/S/ F. WARREN HELLMAN Director October 7, 1994
F. Warren Hellman
/S/ TONI REMBE Director October 7, 1994
Toni Rembe
/S/ TIMOTHY J. RHEIN Director October 7, 1994
Timothy J. Rhein
/S/ FORREST N. SHUMWAY Director October 7, 1994
Forrest N. Shumway
/S/ G. CRAIG SULLIVAN Director October 7, 1994
G. Craig Sullivan
/S/ BARRY L. WILLIAMS Director October 7, 1994
Barry L. Williams
