________________________________________________________________________________
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from _________________ to _________________
Commission File Number 1-8544
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, CA 94607
(Address of principal executive offices)
Registrant's telephone number: (510) 272-8000
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
3. Exhibits required by Item 601 of Regulation S-K
The following documents are exhibits to this Form 10-K/A
Exhibit No. Description of Document
99.1 Form 11-K Annual Report for the American President Companies, Ltd.,
SMART Plan for the plan year ended December 31, 1993, including Exhibit
23.1, Consent of Independent Public Accountants.
23.1 Consent of Independent Public Accountants, filed as part of Exhibit
99.1.
SIGNATURES
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN PRESIDENT COMPANIES, LTD.
(Registrant)
By /s/ William J. Stuebgen
William J. Stuebgen
Vice President,
Controller and
Chief Accounting Officer
April 27, 1994
Exhibit 99.1
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Plan Year Ended December 31, 1993
AMERICAN PRESIDENT COMPANIES, LTD.
SMART PLAN
(Full Title of the Plan)
AMERICAN PRESIDENT COMPANIES, LTD.
(Name of Issuer of the Securities Held Pursuant to the Plan)
1111 Broadway
Oakland, California 94607
(Address of Principal Executive Office)
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
Page
_____
Report of Independent Public Accountants 6
Statement of Net Assets 7
Statement of Income and Changes in Net Assets 8
Notes to Financial Statements 9
Supplementary Schedules:
Schedule I - Master Trust Investments 20
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Programs 21
Schedule III - Allocation of Plan Income and
Changes in Plan Equity to Investment Programs 22
Exhibits:
10.1 Copy of the American President Companies, Ltd. *
SMART Plan as amended and restated,
effective as of January 1, 1993, filed as Exhibit
10.12 to the Company Form SE (File No. 1-8544),
dated March 24, 1993.
23.1 Consent of Independent Public Accountants 25
* Incorporated by Reference
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
American President Companies, Ltd.:
We have audited the accompanying statement of net assets of the AMERICAN
PRESIDENT COMPANIES, LTD. SMART PLAN (the "Plan") as of December 31, 1993 and
1992, and the related statement of income and changes in net assets for each of
the three years in the period ended December 31, 1993. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Plan as of December 31, 1993 and
1992, and the income and changes in its net assets for each of the three years
in the period ended December 31, 1993, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. Schedules I, II and III are presented for purposes
of complying with the Securities and Exchange Commission's rules. The
supplemental schedules have been subjected to the auditing procedures applied in
our audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen & Co.
San Francisco, California
April 22, 1994
<PAGE>
American President Companies, Ltd.
SMART Plan
Statement of Net Assets
As of December 31,
_________________________________
1993 1992
________ ________
ASSETS
Investment in Master Trust,
at Market Value $130,590,394 $107,398,683
(the cost basis of this investment
was $117,294,060 in 1993 and
$99,971,511 in 1992)
____________ ____________
TOTAL PLAN ASSETS 130,590,394 107,398,683
____________ ____________
NET ASSETS AVAILABLE
FOR BENEFITS $130,590,394 $107,398,683
============ ============
The accompanying notes are an integral part of these statements.
<PAGE>
American President Companies, Ltd.
SMART Plan
Statement of Income and Changes in Net Assets
For the Year Ended December 31,
_____________________________________________
1993 1992 1991
____________ ____________ ___________
INVESTMENT ACTIVITY
Dividend Income $ 4,214,216 $ 3,642,969 $ 1,767,426
Interest Income 2,165,722 2,445,126 2,939,106
Realized Gains 2,810,451 1,972,605 938,500
Unrealized Appreciation
(Depreciation) 5,869,162 (2,712,047) 12,975,651
____________ ____________ ___________
TOTAL INVESTMENT ACTIVITY 15,059,551 5,348,653 18,620,683
____________ ____________ ___________
CORPUS ACTIVITY
Contributions
Employer 5,696,792 5,374,083 4,843,283
Participants 8,944,387 8,015,562 7,289,414
____________ ____________ ___________
14,641,179 13,389,645 12,132,697
Withdrawals by Participants (6,481,708) (6,791,385) (6,227,319)
Administrative Expenses (27,311) (9,717) (7,074)
____________ ____________ ___________
TOTAL CORPUS ACTIVITY 8,132,160 6,588,543 5,898,304
____________ ____________ ___________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 23,191,711 11,937,196 24,518,987
TRANSFERRED ASSETS 4,457,137
Net Assets Available for
Benefits, Beginning of Year 107,398,683 95,461,487 66,485,363
____________ ____________ ___________
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $130,590,394 $107,398,683 $95,461,487
============ ============ ===========
The accompanying notes are an integral part of these statements.
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN
Plan Description
The American President Companies, Ltd. SMART Plan (the "Plan"), formerly known
as the American President Companies, Ltd. Profit-Sharing Thrift Plan, is a
defined contribution plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is
intended to qualify as a profit-sharing plan under section 401 (a) of the
Internal Revenue Code (the "Code") and contains a salary deferral arrangement
intended to qualify under section 401 (k) of the Code.
Administration
The Plan is administered by the Benefits Committee appointed by the Board of
Directors of American President Companies, Ltd. (the "Company").
Trustee
The Plan trustee is Fidelity Management Trust Company.
Participation
All salaried employees of the participating companies are eligible to
participate in the Plan, except employees covered by a collective bargaining
agreement, individuals employed outside the U.S. and not eligible for home
leave, and employees designated by the Company as not eligible to participate.
The number of participants at December 31, 1993 and 1992 were 2,396 and 2,473,
respectively.
A participant terminating employment may not make further contributions to the
Plan, but may elect immediate distribution or deferral of distribution of
benefits to a future period. Undistributed benefits credited to the
participant's account continue to share in the gains and losses of the
respective investment funds. The amount of Plan net assets available for
benefits so deferred for distribution in each investment fund held by the Master
Trust was:
December 31,
______________________________
1993 1992
___________ ___________
U.S. Bond Index Portfolio $ 619,788 $ 589,073
U.S. Equity Index Portfolio 4,352,190 3,260,765
Retirement Money Market Portfolio 5,677,083 4,529,674
Growth and Income Portfolio 2,223,759 1,289,372
Magellan Fund 2,177,731 1,248,885
APC Stock Fund 1,022,652 813,119
___________ ___________
Total Terminated Employees'
Investment in Net Assets $16,073,203 $11,730,888
=========== ===========
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN (continued)
The outstanding withdrawal requests for distribution of benefits received by the
Plan administrator for terminated individuals as of Plan year-end was:
December 31,
_____________________________
1993 1992
__________ __________
U.S. Bond Index Portfolio $ 31,677 $ 25,585
U.S. Equity Index Portfolio 17,320 96,329
Retirement Money Market Portfolio 119,100 159,596
Growth and Income Portfolio 29,720 78,140
Magellan Fund 39,419 108,243
APC Stock Fund 22,334 69,220
__________ __________
Total Terminated Employees'
Withdrawal Requests $ 259,570 $ 537,113
========== ==========
Contribution Determination
Participants may contribute salary deferrals to the Plan in one percent
increments up to 12% of their earnings, exclusive of overtime, premiums and
bonuses. However, these salary deferrals may not exceed $8,994 and $8,728 in
1993 and 1992, respectively. Participants may make after-tax contributions,
provided that the total of salary deferrals and after-tax contributions does not
exceed 16% of earnings. Employee contributions are matched 100% by the
participating companies up to a maximum of 6% of the participant's earnings.
Employees hired on or after July 1, 1992, will be eligible for company matching
contributions on the first day of the payroll period which commences on or after
the completion of six months service. Participant's earnings covered by the
Plan are limited to $235,840 and $228,860 in 1993 and 1992, respectively. The
companies may make discretionary contributions, as determined by the Company's
Board of Directors, which are then allocated proportionately to each
participant. There were no discretionary contributions during the three years
ended December 31, 1993.
Vesting
Employee contributions are immediately vested. Employees hired on or after April
1, 1989 vest in the Company's contributions ratably over five years of service.
A vesting schedule prorated over three years applies to employees hired on or
before April 1, 1989.
Investments
Since April 1, 1990, the Plan has provided for seven investment funds which are
maintained in a master trust (the "Master Trust"): the U.S. Bond Index
Portfolio, the U.S. Equity Index Portfolio, the Retirement Money Market
Portfolio, the Growth and Income Portfolio, the Magellan Fund, the APC Stock
Fund and a Loan Fund (the "Funds"). At the direction of the Benefits
Committee, the Loan Fund is managed by the Company, the APC Stock Fund is
managed by the trustee and the remaining five funds are managed by the Fidelity
Management & Research Company ("Fidelity"), an affiliate of the
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN (continued)
trustee. No sales charge is levied on the funds managed by Fidelity, however,
an annual fee is charged by Fidelity to cover the operating expenses of each
fund, including the investment advisory fee. This fee is deducted from the
investment return of the fund.
The U.S. Bond Index Portfolio seeks to provide investment results that
correspond to the aggregate price and interest performance of the debt
securities in the Shearson Lehman Aggregate Bond Index. However, the
performance of this fund and the performance of the index may be significantly
different, especially in the initial period of this fund's existence, which
began on March 8, 1990. The securities purchased by this fund include U.S.
Treasury obligations, U.S. agency obligations, foreign obligations, investment-
grade U.S. corporate debt and mortgage-backed obligations. While weighted
toward intermediate maturities, the fund can hold debt instruments with long
maturities. The fund earns interest daily, and the interest is posted to the
participant's account at the end of each calendar month or at the time of total
distribution of the account. The monthly income is applied to purchase more
shares in the fund. Currently, the annual fee is 0.32% of the average asset
value of the fund.
The U.S. Equity Index Portfolio has the goal of replicating the total return
provided by the stocks included in the Standard & Poor's Daily Stock Price Index
of 500 Common Stocks (the "S&P 500"). The fund buys and holds virtually all of
the 500 stocks contained in the S&P 500 weighted in the same manner. The fund
earns dividends daily, and the dividends are posted to the participant's account
in the last month of each calendar quarter or at the time of total distribution
of the account. The undistributed dividends are reinvested to purchase more
shares in the fund. Currently, the annual fee is 0.28% of the average asset
value of the fund.
The Retirement Money Market Portfolio invests in high-quality money market
instruments of domestic and foreign issuers which are denominated in U.S.
dollars. Such instruments are short-term obligations and range from U.S.
Government securities to prime commercial paper issued by private borrowers.
The fund seeks to obtain as high a level of current income as possible, given
its principal objective of preserving capital and maintaining a share value of
$1.00. Interest income is earned daily and posted to the participant's account
at the end of each calendar month or at the time of total distribution of the
account. The monthly income is applied to purchase additional shares in the
fund. Currently, the annual fee is 0.42% of the average asset value of the
fund.
The Growth and Income Portfolio invests in a combination of common stocks,
preferred stocks, convertible securities and fixed-income instruments of all
types and quality levels. It seeks both long-term growth through capital
appreciation and current income through dividends and interest. The fund earns
dividends daily, and the dividends are posted to the participant's account in
the last month of the calendar quarter or at the time of total distribution of
the account. The quarterly dividends are reinvested to purchase additional
shares in the fund. Currently, the annual fee is 0.83% of the average asset
value of the fund, 0.53% of which represents the investment advisory fee.
The Magellan Fund seeks capital appreciation by maintaining a portfolio
primarily invested in common stocks and securities convertible into common
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN (continued)
stocks. Up to 20% of this fund may also be invested in debt securities of all
types and quality levels issued by domestic and foreign issuers. The fund is
relatively aggressive in pursuing growth. Dividends are declared and posted to
the participant's account in May and December of each calendar year. The
undistributed semi-annual dividends are reinvested to purchase additional shares
in the fund. Currently, the annual fee is .99% of the average asset value of
the fund, 0.76% of which represents the investment advisory fee.
The APC Stock Fund consists entirely of shares of the Company's Common Stock
("Common Stock"). The aggregate commissions paid by the Plan and included in
the cost basis of the shares purchased during the three years ended December 31,
1993 were approximately $21,733. No other fee is levied by the fund.
The Loan Fund is invested solely in promissory notes executed by participants.
With the Company's consent, a participant may borrow from his or her account up
to the lesser of $50,000 or 50% of the participant's vested interest. The
outstanding balance of all prior loans under the Plan or any other plan
maintained by the Company or its affiliates reduces the amount available for
future loans. Moreover, the $50,000 limit is reduced by the amount of any loan
repayments made during the most recent 12 months. The minimum amount for any
loan is $1,000 and the minimum monthly loan repayment is $50. Loans bear
interest at the prime rate of the Chase Manhattan Bank, N.A. and must be repaid
within five years, except for loans used to acquire a principal residence which
must be repaid within 15 years. All loans, regardless of term, become due and
payable as soon as the participant's employment terminates. A new loan set-up
fee of $35 and a quarterly maintenance fee of $3.75 are charged against the
accounts of the participants by Fidelity Institutional Retirement Services
Company, the Plan's current recordkeeper.
Plan participants may choose to have their future contributions invested in any
combination of the Funds, except that no more than 50% of the contributions may
be directed to the APC Stock Fund. The only other requirement is that the
investment allocation be made in whole percentage points. In addition, the APC
Stock Fund option is not available for rollover contributions. Plan
participants may also transfer all or a portion of their existing account
balances to any other investment funds except that account balances may not be
transferred to the APC Stock Fund.
As of December 31, 1993, the number of participants in each Fund was as follows:
U.S. Bond Index Portfolio - 702; U.S. Equity Index Portfolio - 1,025; Retirement
Money Market Portfolio - 1,924; Growth and Income Portfolio - 1,195 Magellan
Fund - 1,264; APC Stock Fund - 975; and Loan Fund - 805. The number of
participants in the Plan is less than the sum of the number of participants in
each Fund because a participant may invest in more than one Fund.
Forfeitures and Forfeiture Allocations
Forfeitures are used to reduce company matching contributions and to restore
amounts previously forfeited by former employees rehired before the occurrence
of a break of service of more than 60 consecutive months. Total forfeited
company contributions from early participant terminations for Plan years ended
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN (continued)
December 31, 1993, 1992 and 1991 were $133,720, $115,244, and $112,261,
respectively. Forfeitures reallocated back to the contribution accounts of the
employees rehired were $2,304, in 1991. There were no forfeitures reallocated
back in 1993 and 1992. Unallocated forfeitures reduced company contributions in
1993, 1992 and 1991 by $133,995, $80,027, and $109,519, respectively.
Funding
Employee contributions are made primarily through payroll deductions and are
deposited as soon as administratively possible after they are withheld. Company
contributions with respect to any month are deposited as soon as they can be
computed but no later than 90 days from the last day of such month.
Contributions and investments are held by the trustee.
Termination of the Plan
Although the Company has no present intention to terminate the Plan, it may do
so at any time. Upon termination of the Plan, each participant will be fully
vested with respect to company contributions and forfeitures.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
Financial statements of the Plan are prepared on the accrual basis of
accounting, in accordance with generally accepted accounting principles.
Valuation of Investments
Investments held by the Master Trust are carried at market value based on quoted
market prices as determined by the trustee. The cost of plan investments
represents average cost as determined by the trustee. Interest income, dividend
income, realized gains and losses on investment transactions and unrealized
appreciation or depreciation in the Funds are allocated to each participant's
account based on the amount of shares credited to the account on a daily basis,
according to the investment mix elected by the participant. Participant loans
are carried at face value which approximates fair value.
3. INVESTMENT IN MASTER TRUST
Effective April 1, 1990, Fidelity Management Trust Company entered into a trust
agreement with the Company to serve as the trustee of the Plan.
The trust agreement allows benefit plans of subsidiaries to participate in the
Master Trust. Income from each investment fund allocated to each plan
represents the aggregate of the investment income of the fund allocated to all
participants in that plan.
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
The following is a summary of the net value of Plan interest in the Master
Trust:
American President American President
Companies,Ltd.SMART Profit-Sharing Total
Plan Plan Master Trust
____________ __________ ____________
Net Value of Plan Interest
in Master Trust at
December 31, 1993 $130,590,394 $2,384,792 $132,975,186
============ ========== ============
Percentage of Total 98% 2% 100%
============ ========== ============
Net Value of Plan Interest
in Master Trust at
December 31, 1992 $107,398,683 $1,693,556 $109,092,239
============ ========== ============
Percentage of Total 98% 2% 100%
============ ========== ============
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
<TABLE>
3. INVESTMENT IN MASTER TRUST (continued)
The following are summary financial statements of the Master Trust:
<CAPTION>
Statement of Net Assets of the Master Trust
December 31, 1993
__________________________________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ ___________ ___________ ___________ ___________ ___________ __________ ___________
Investments, at Market Value:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock $10,487,242 $10,487,242
Investments in Fidelity:
Stock Mutual Funds $25,005,621 $22,274,404 $23,562,700 70,842,725
Bond Mutual Fund $8,666,021 8,666,021
Money Market Mutual Fund $34,603,443 34,603,443
Loans to Participants $8,375,755 8,375,755
__________ ___________ ___________ ___________ ___________ ___________ __________ ___________
Net Assets at
December 31, 1993 $8,666,021 $25,005,621 $34,603,443 $22,274,404 $23,562,700 $10,487,242 $8,375,755 $132,975,186
========== =========== =========== =========== =========== =========== ========== ============
December 31, 1992
__________________________________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ ___________ ___________ ___________ ___________ __________ __________ ___________
Investments, at Market Value:
Common Stock $9,005,521 $9,005,521
Investments in Fidelity:
Stock Mutual Funds $24,112,786 $11,922,075 $12,029,065 48,063,926
Bond Mutual Fund $7,466,871 7,466,871
Money Market Mutual Fund $37,409,208 37,409,208
Loans to Participants $7,146,713 7,146,713
__________ ___________ ___________ ___________ ___________ __________ __________ ___________
Net Assets at
December 31, 1992 $7,466,871 $24,112,786 $37,409,208 $11,922,075 $12,029,065 $9,005,521 $7,146,713 $109,092,239
========== =========== =========== =========== =========== ========== ========== ============
</TABLE>
<PAGE>
American President Companies, Ltd.
SMART Plan
<TABLE>
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
<CAPTION>
Statement of Income and Changes in Net Assets of the Master Trust
for the Years Ended December 31, 1991 and December 31, 1992
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
________________________________________________________________________________________________________________________________
Net Assets at
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1990 $1,627,837 $17,772,171 $37,370,958 $1,840,146 $2,239,905 $4,658,438 $5,337,773 $ 70,847,228
Realized Gains 15,791 80,859 67,853 70,868 734,692 970,063
Unrealized Appreciation 176,743 4,269,396 810,083 767,867 7,236,571 13,260,660
Dividend Income 801,707 218,177 575,952 181,964 1,777,800
Interest Income 237,679 2,231,681 1,790 496,902 2,968,052
Contributions 1,057,743 1,904,816 4,747,797 1,627,658 2,069,374 1,766,127 13,173,515
Withdrawals (163,094) (1,310,508) (3,836,324) (238,981) (299,956) (675,544) (6,524,407)
Administrative Expenses (8,075) (8,075)
Interfund Transfers 1,119,858 (1,473,389) (1,212,173) 2,095,965 1,902,987 (2,433,248)
Loans to Participants (141,541) (622,019) (1,202,877) (158,903) (193,162) (342,549) 2,661,051
Loan Paybacks 212,655 408,915 981,639 328,865 400,811 337,024 (2,669,909)
_________________________________________________________________________________________________________________________________
Net Assets at
December 31, 1991 $4,143,671 $21,831,948 $39,080,701 $6,590,863 $7,534,646 $11,465,265 $5,817,742 $ 96,464,836
Realized Gains 18,694 339,822 198,256 77,471 1,364,170 1,998,413
Unrealized Appreciation (126,507) 652,381 (551,823) (871,410) (1,853,159) (2,750,518)
Dividend Income 600,629 1,386,607 1,536,066 145,373 3,668,675
Interest Income 551,707 1,263 1,411,018 1,295 140 1,587 517,934 2,484,944
Contributions 1,283,093 1,992,993 4,521,384 2,288,550 2,583,778 1,614,485 14,284,283
Withdrawals (198,007) (1,324,817) (3,943,742) (484,722) (626,709) (469,049) (7,047,046)
Administrative Expenses (11,348) (11,348)
Interfund Transfers 1,778,224 262,798 (3,061,263) 2,379,576 1,691,677 (3,051,012)
Loans to Participants (207,986) (644,926) (1,455,790) (303,115) (410,973) (457,119) 3,479,909
Loan Paybacks 223,982 400,695 856,900 416,588 514,379 244,980 (2,657,524)
_________________________________________________________________________________________________________________________________
Net Assets at
December 31, 1992 $7,466,871 $24,112,786 $37,409,208 $11,922,075 $12,029,065 $9,005,521 $7,146,713 $109,092,239
=================================================================================================================================
</TABLE>
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
<TABLE>
3. INVESTMENT IN MASTER TRUST (continued)
<CAPTION>
Statement of Income and Changes in Net Assets of the Master Trust
for the Year Ended December 31, 1993
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
________________________________________________________________________________________________________________________________
Net Assets at
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1992 $7,466,871 $24,112,786 $37,409,208 $11,922,075 $12,029,065 $9,005,521 $7,146,713 $109,092,239
Realized Gains 79,309 651,697 218,446 222,106 1,690,617 2,862,175
Unrealized Appreciation 74,506 637,157 1,631,008 1,431,864 2,193,929 5,968,464
Dividend Income 992,107 1,145,077 1,995,481 121,551 4,254,216
Interest Income 623,204 10 1,056,118 380 30 535,080 2,214,822
Contributions 1,325,191 2,042,965 3,662,202 3,568,955 3,403,535 1,539,297 15,542,145
Withdrawals (604,426) (1,328,250) (2,826,541) (794,878) (801,590) (570,610) (6,926,295)
Administrative Expenses (32,580) (32,580)
Interfund Transfers (255,925) (2,028,155) (4,387,802) 4,667,081 5,415,585 (3,410,784)
Loans to Participants (263,156) (548,958) (1,113,222) (576,089) (776,783) (410,709) 3,688,917
Loan Paybacks 220,447 474,262 803,480 492,349 643,407 328,430 (2,962,375)
_________________________________________________________________________________________________________________________________
Net Assets at
December 31, 1993 $8,666,021 $25,005,621 $34,603,443 $22,274,404 $23,562,700 $10,487,242 $8,375,755 $132,975,186
=================================================================================================================================
</TABLE>
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
4. TRANSACTIONS WITH RELATED PARTIES
The APC Stock Fund is provided by the Plan for the purpose of allowing
participants to invest in the Company's Common Stock. All transactions
involving Common Stock are reflected in this fund. The five mutual funds offered
as investment options are managed by Fidelity.
Commissions and mutual fund expenses, including investment advisor fees paid to
Fidelity, are paid by the Plan and are deducted from the investment return of
the Funds. An initial set-up fee and quarterly maintenance fee are charged
against the accounts of the participants for loans processed by Fidelity. All
other trustee fees and related charges have been paid by the Company.
5. REALIZED AND UNREALIZED GAINS (LOSSES)
Realized
__________
Average Net Realized
Proceeds Cost Gain
___________ ___________ __________
APC Stock Fund $ 4,198,002 $ 2,548,260 $1,649,742
U.S. Bond Index Portfolio 2,944,488 2,866,295 78,193
U.S. Equity Index Portfolio 4,860,472 4,212,897 647,575
Growth and Income Portfolio 3,076,498 2,860,386 216,112
Magellan Fund 3,098,613 2,879,784 218,829
___________ ___________ __________
1993 Total $18,178,073 $15,367,622 $2,810,451
=========== =========== ==========
1992 Total $14,117,269 $12,144,664 $1,972,605
=========== =========== ==========
1991 Total $ 9,938,958 $ 9,000,458 $ 938,500
=========== =========== ==========
Unrealized
____________
Beginning End
of Year of Year Net
Unrealized Unrealized Unrealized
Appreciation Appreciation Gain
(Depreciation) (Depreciation) (Loss)
____________ ____________ ____________
APC Stock Fund $ 2,699,911 $ 4,817,597 $ 2,117,686
U.S. Bond Index Portfolio 78,286 152,768 74,482
U.S. Equity Index Portfolio 4,635,810 5,268,316 632,506
Growth and Income Portfolio 162,922 1,785,974 1,623,052
Magellan Fund (149,757) 1,271,679 1,421,436
____________ ____________ ____________
1993 Total $ 7,427,172 $ 13,296,334 $ 5,869,162
============ ============ ============
1992 Total $ 10,139,219 $ 7,427,172 $ (2,712,047)
============ ============ ============
1991 Total $ (2,836,432) $ 10,139,219 $ 12,975,651
============ ============ ============
<PAGE>
American President Companies, Ltd.
SMART Plan
NOTES TO FINANCIAL STATEMENTS
6. INCOME TAX STATUS
The Internal Revenue Service ("IRS") last determined on May 12, 1987 that the
Plan, as amended through January 1, 1985, was qualified under Section 401 of the
Internal Revenue Code of 1954, as amended. The Plan was since amended effective
January 1, 1993. Management believes that the Plan is designed and operated in
accordance with IRS regulations and continues to qualify for tax exempt status.
So long as the Plan continues to be so qualified, it is not subject to federal
income taxes.
7. TRANSFERRED ASSETS
Effective September 1, 1990, certain participants in the American President
Profit-Sharing Plan (the "AP Plan") also sponsored by the Company, became
participants in the Plan. On January 2, 1991, the account balances of these
were transferred from the AP Plan to the Plan. Participation by these
individuals in the AP Plan terminated as of this date.
<PAGE>
American President Companies, Ltd.
SMART Plan
Schedule I
Master Trust Investments
December 31, 1993
Market Value
as a
percentage of
Shares Cost Market Master Trust
Value Assets
__________ ____________ ____________ _____________
Investment in Fidelity
Total U.S. Bond Index
Portfolio* 787,820 $ 8,512,959 $ 8,666,021 6.52%
Total U.S. Equity Index
Portfolio* 1,447,922 21,246,671 25,005,621 18.80%
Total Retirement Money
Market Portfolio* 34,603,443 34,603,443 34,603,443 26.02%
Total Growth and Income
Portfolio* 1,002,448 20,479,647 22,274,404 16.75%
Total Magellan Fund* 332,572 22,283,103 23,562,700 17.72%
Total APC Stock Fund 183,183 5,074,685 10,487,242 7.89%
Total Loan Fund 8,375,755 8,375,755 6.30%
____________ ____________ ____________
$120,576,263 $132,975,186 100.00%
============ ============ ============
Note: The SMART Plan's portion of the above Master Trust investments amounts to
$130,590,394.
*A party-in-interest to the Plan, as defined by ERISA.
<PAGE>
American President Companies, Ltd.
<TABLE>
SMART Plan Page 1 of 1
<CAPTION>
Schedule II
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1993
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ ___________ ____________ ___________ ___________ ___________ __________ ____________
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment in Master Trust $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394
__________ ___________ ___________ ___________ ___________ ___________ __________ ____________
TOTAL PLAN ASSETS $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394
__________ ___________ ___________ ___________ ___________ ___________ __________ ____________
NET ASSETS AVAILABLE
FOR BENEFITS $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394
========== =========== =========== =========== =========== =========== ========== ============
Allocation of Plan Assets and Liabilities to Investment Programs
December 31, 1992
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ ___________ ___________ ___________ ___________ ___________ __________ ____________
ASSETS
Investment in Master Trust $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $ 8,763,168 $6,938,525 $107,398,683
__________ ___________ ___________ ___________ ___________ ___________ __________ ____________
TOTAL PLAN ASSETS $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $ 8,763,168 $6,938,525 $107,398,683
__________ ___________ ___________ ___________ ___________ ___________ __________ ____________
NET ASSETS AVAILABLE
FOR BENEFITS $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $ 8,763,168 $6,938,525 $107,398,683
========== =========== =========== =========== =========== =========== ========== ============
</TABLE>
<PAGE>
American President Companies, Ltd.
<TABLE>
SMART Plan Page 1 of 3
<CAPTION>
Schedule III
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For the Year Ended December 31, 1993
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ ___________ ____________ ___________ __________ __________ _________ ___________
INVESTMENT ACTIVITY
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend Income $ 985,072 $ 1,138,479 $1,974,642 $ 116,023 $ 4,214,216
Interest Income $ 616,856 10 $ 1,028,205 380 30 $ 520,241 2,165,722
Realized Gains 78,193 647,575 216,112 218,830 1,649,741 2,810,451
Unrealized Appreciation 74,482 632,506 1,623,052 1,421,436 2,117,686 5,869,162
__________ ___________ ___________ __________ __________ __________ __________ ___________
Total Investment Activity 769,531 2,265,163 1,028,205 2,978,023 3,614,938 3,883,450 520,241 15,059,551
__________ ___________ ___________ __________ __________ __________ __________ ___________
CORPUS ACTIVITY
Contributions
Employer 513,516 818,797 1,267,845 1,201,429 1,313,111 582,094 5,696,792
Participants 756,192 1,160,201 1,903,253 2,309,404 1,994,626 820,711 8,944,387
__________ ___________ ___________ __________ __________ __________ ___________
1,269,708 1,978,998 3,171,098 3,510,833 3,307,737 1,402,805 14,641,179
Withdrawals by Participants (580,449) (1,299,607) (2,583,886) (756,747) (766,523) (494,496) (6,481,708)
Administrative Expenses (27,312) (27,312)
Interfund Transfers (255,729) (2,032,502) (4,339,454) 4,644,539 5,353,292 (3,370,146)
Loans to Participants (250,600) (527,155) (971,806) (567,924) (752,848) (359,701) 3,430,034
Loan Paybacks,
Including Interest 213,726 461,270 713,447 484,030 623,747 299,804 (2,796,024)
__________ ___________ ___________ __________ __________ __________ __________ ___________
Total Corpus Activity 396,656 (1,418,996) (4,010,601) 7,314,731 7,765,405 (2,521,734) 606,699 8,132,160
__________ ___________ ___________ __________ __________ __________ __________ ___________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 1,166,187 846,167 (2,982,396) 10,292,754 11,380,343 1,361,716 1,126,940 23,191,711
Net Assets Available for
Benefits at December 31, 1992 7,402,795 23,967,259 36,549,519 11,851,191 11,926,226 8,763,168 6,938,525 107,398,683
__________ ___________ ___________ ___________ ___________ __________ __________ ___________
NET ASSETS AVAILABLE
FOR BENEFITS AT
DECEMBER 31, 1993 $8,568,982 $24,813,426 $33,567,123 $22,143,945 $23,306,569 $10,124,884 $8,065,465 $130,590,394
========== =========== =========== =========== =========== =========== ========== ============
</TABLE>
<PAGE>
American President Companies, Ltd.
<TABLE>
SMART Plan Page 2 of 3
<CAPTION>
Schedule III
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For the Year Ended December 31, 1992
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ ___________ ____________ __________ __________ __________ __________ __________
INVESTMENT ACTIVITY
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend Income $ 597,373 $ 1,378,330 $1,525,199 $ 142,067 $3,642,969
Interest Income $ 546,951 1,263 $ 1,386,101 1,295 140 1,587 $ 507,789 2,445,126
Realized Gains 17,953 337,846 196,904 76,566 1,343,336 1,972,605
Unrealized Appreciation (125,168) 647,959 (548,318) (865,447) (1,821,073) (2,712,047)
__________ ___________ ___________ __________ __________ __________ __________ ___________
Total Investment Activity 439,736 1,584,441 1,386,101 1,028,211 736,458 (334,083) 507,789 5,348,653
__________ ___________ ___________ __________ __________ __________ __________ ___________
CORPUS ACTIVITY
Contributions
Employer 483,732 778,332 1,616,115 883,041 1,004,657 608,206 5,374,083
Participants 751,415 1,150,971 2,366,394 1,357,653 1,521,119 868,010 8,015,562
__________ ___________ ___________ _________ __________ __________ ___________
1,235,147 1,929,303 3,982,509 2,240,694 2,525,776 1,476,216 13,389,645
Withdrawals by Participants (182,174) (1,313,076) (3,795,353) (470,520) (607,754) (422,508) (6,791,385)
Administrative Expenses (9,717) (9,717)
Interfund Transfers 1,779,211 266,315 (3,053,832) 2,378,983 1,664,963 (3,035,640)
Loans to Participants (197,812) (631,963) (1,348,549) (291,751) (396,961) (421,667) 3,288,703
Loan Paybacks,
Including Interest 219,986 392,724 812,432 412,216 509,074 229,259 (2,575,691)
__________ ___________ ___________ __________ __________ __________ __________ ___________
Total Corpus Activity 2,854,358 643,303 (3,402,793) 4,269,622 3,695,098 (2,174,340) 703,295 6,588,543
__________ ___________ ___________ __________ __________ __________ __________ ___________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 3,294,094 2,227,744 (2,016,692) 5,297,833 4,431,556 (2,508,423) 1,211,084 11,937,196
Net Assets Available for
Benefits at December 31, 1991 4,108,701 21,739,515 38,566,211 6,553,358 7,494,670 11,271,591 5,727,441 95,461,487
__________ ___________ ___________ __________ __________ __________ __________ ____________
NET ASSETS AVAILABLE
FOR BENEFITS AT
DECEMBER 31, 1992 $7,402,795 $23,967,259 $36,549,519 $11,851,191 $11,926,226 $8,763,168 $6,938,525 $107,398,683
========== =========== =========== =========== =========== ========== ========== ============
</TABLE>
<PAGE>
American President Companies, Ltd.
<TABLE>
SMART Plan Page 3 of 3
<CAPTION>
Schedule III
Allocation of Plan Income and Changes in Plan Equity to Investment Programs
For the Year Ended December 31, 1991
U.S. Bond U.S. Equity Retirement Growth
Index Index Money Market and Income Magellan APC Stock Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Fund Total
__________ ___________ ___________ __________ __________ __________ __________ __________
INVESTMENT ACTIVITY
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend Income $ 798,463 $ 216,791 $ 572,898 $ 179,274 $1,767,426
Interest Income $ 235,478 $ 2,209,280 1,500 $ 492,848 2,939,106
Realized Gains 15,374 77,264 66,343 69,212 710,307 938,500
Unrealized Appreciation 176,600 4,163,821 794,819 757,486 7,082,925 12,975,651
__________ ___________ ___________ __________ __________ __________ __________ ___________
Total Investment Activity 427,452 5,039,548 2,209,280 1,077,953 1,399,596 7,974,006 492,848 18,620,683
__________ ___________ ___________ __________ __________ __________ __________ ___________
CORPUS ACTIVITY
Contributions
Employer 396,634 728,181 1,654,274 609,800 778,027 676,367 4,843,283
Participants 606,180 1,067,059 2,518,242 948,820 1,198,927 950,186 7,289,414
__________ ___________ ___________ __________ __________ __________ ___________
1,002,814 1,795,240 4,172,516 1,558,620 1,976,954 1,626,553 12,132,697
Withdrawals by Participants (147,955) (1,272,237) (3,695,165) (227,603) (282,088) (602,271) (6,227,319)
Administrative Expenses (7,074) (7,074)
Interfund Transfers 1,120,764 (1,473,317) (1,214,377) 2,096,396 1,900,366 (2,429,832)
Loans to Participants (138,247) (606,147) (1,141,471) (155,123) (190,878) (324,170) 2,556,036
Loan Paybacks,
Including Interest 211,064 403,115 957,380 327,558 399,550 330,786 (2,629,453)
__________ ___________ ___________ __________ __________ __________ __________ __________
Total Corpus Activity 2,048,440 (1,153,346) (921,117) 3,599,848 3,803,904 (1,398,934) (80,491) 5,898,304
__________ ___________ ___________ __________ __________ __________ __________ __________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 2,475,892 3,886,202 1,288,163 4,677,801 5,203,500 6,575,072 412,357 24,518,987
TRANSFER OF ASSETS 71,813 1,034,504 2,508,641 152,641 187,219 235,668 266,651 4,457,137
Net Assets Available for
Benefits at December 31, 1990 1,560,996 16,818,809 34,769,407 1,722,916 2,103,951 4,460,851 5,048,433 66,485,363
__________ ___________ ___________ __________ __________ __________ __________ ___________
NET ASSETS AVAILABLE
FOR BENEFITS AT
DECEMBER 31, 1991 $4,108,701 $21,739,515 $38,566,211 $6,553,358 $7,494,670 $11,271,591 $5,727,441 $95,461,487
========== =========== =========== ========== ========== =========== ========== ===========
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated April 22, 1994, included in this Amendment No. 1 to Form 10-K/A
Annual Report into the Company's previously filed Registration Statements on
Form S-3 (File No. 33-60893) and Form S-8 (File No. 2-89094, and 33-17499).
/s/ Arthur Andersen & Co.
San Francisco, California
April 27, 1994
