________________________________________________________________________________
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(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 Profit Sharing 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 PROFIT-SHARING 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 - December 31, 1993 and 1992 7
Statement of Income and Changes in Net Assets
For the Years Ended December 31, 1993, 1992 and 1991 8
Notes to Financial Statements 9
Supplementary Schedules:
Schedule I - Master Trust Investments 19
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Programs 20
Schedule III - Allocation of Plan Income and
Changes in Plan Equity to Investment Programs 21
Exhibits:
10.1 Copy of the American President Profit-Sharing Plan *
as amended and restated (revised edition), effective
as of April 1, 1990, filed as Exhibit 10.9 to the
Company Form SE (File No. 1-8544), dated March 27,
1991.
23.1 Consent of Independent Public Accountants. 24
* 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 PROFIT-SHARING 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
and are not a required part of the basic financial statements. The
supplementary 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 Profit-Sharing Plan
Statement of Net Assets
As of December, 31
__________________________________
1993 1992
___________ ___________
ASSETS
Investment in Master Trust,
at Market Value $ 2,384,792 $ 1,693,556
(the cost basis of this investment
was $2,222,654 in 1993 and $1,630,720
in 1992)
Receivable from American
President Companies, Ltd.:
Employer Contribution 15,680 8,925
Employee Contribution 9,910
___________ ___________
25,590 8,925
___________ ___________
TOTAL PLAN ASSETS 2,410,382 1,702,481
___________ ___________
NET ASSETS AVAILABLE
FOR BENEFITS $ 2,410,382 $ 1,702,481
=========== ===========
The accompanying notes are an integral part of these statements.
<PAGE>
American President Profit-Sharing Plan
Statement of Income and Changes in Net Assets
For the Year Ended December 31,
____________________________________________
1993 1992 1991
________ ________ ________
INVESTMENT ACTIVITY
Dividend Income $ 40,000 $ 25,706 $ 10,374
Interest Income 49,099 39,815 28,946
Realized Gains 51,726 25,808 31,563
Unrealized Appreciation
(Depreciation) 99,302 (38,471) 285,009
__________ __________ __________
TOTAL INVESTMENT ACTIVITY 240,127 52,858 355,892
__________ __________ __________
CORPUS ACTIVITY
Contributions
Employer 418,133 407,329 286,305
Participants 499,498 464,236 366,888
__________ __________ __________
917,631 871,565 653,193
Withdrawals by Participants (444,587) (255,660) (297,088)
Administrative Expenses (5,270) (1,630) (1,001)
__________ __________ __________
TOTAL CORPUS ACTIVITY 467,774 614,275 355,104
__________ __________ __________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 707,901 667,133 710,996
TRANSFERRED ASSETS (4,457,137)
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 1,702,481 1,035,348 4,781,489
__________ __________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $2,410,382 $1,702,481 $1,035,348
========== ========== ==========
The accompanying notes are an integral part of these statements.
<PAGE>
American President Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN
Plan Description
The American President Profit-Sharing Plan (the "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"), the parent
company of the participating companies.
Trustee
The Plan trustee is Fidelity Management Trust Company.
Participation
All employees of the participating companies are eligible to participate in the
Plan, except employees covered by a collective bargaining agreement, nonresident
aliens and employees designated by the Company as not eligible to participate.
The number of participants at December 31, 1993 and 1992 were 407 and 424,
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 $ 2,606
U.S. Equity Index Portfolio 8,829 $ 417
Retirement Money Market Portfolio 12,672 8,526
Growth and Income Portfolio 2,570
Magellan Fund 769
APC Stock Fund 4,739 268
__________ __________
Total Terminated Employees'
Investment in Net Assets $ 32,185 $ 9,211
========== ==========
<PAGE>
American President Profit-Sharing 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 $ 910 $ 1,610
U.S. Equity Index Portfolio 726 3,819
Retirement Money Market Portfolio 11,064 14,597
Growth and Income Portfolio 694 6,465
Magellan Fund 9,048 5,766
APC Stock Fund 7,007 11,852
__________ __________
Total Terminated Employees'
Withdrawal Requests $ 29,449 $ 44,109
========== ==========
Contribution Determination
The participants may contribute salary deferrals to the Plan in one percent
increments up to 6% of their compensation, including overtime pay, bonuses and
commissions. 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 9% of their compensation. Participant's earnings covered by the Plan are
limited to $235,840 and $228,860 in 1993 and 1992, respectively.
The participating companies make a basic annual contribution equal to 3% of the
participants' compensation, as defined in the Plan, for such plan year. Also,
the participating companies make contributions equal to 50% of the participant's
contributions not to exceed 1-1/2 percent of the participant's compensation.
The participating companies may make discretionary contributions to the Plan.
There were no discretionary contributions made during the three years ended
December 31, 1993.
Vesting
Employee and employer contributions are immediately vested. As of December 31,
1993, all participants' balances are fully vested.
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 trustee. No sales charge is
levied on the funds managed by Fidelity, however,
<PAGE>
American President Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN (continued)
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
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
<PAGE>
American President Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN (continued)
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 $979. 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 - 79; U.S. Equity Index Portfolio - 93; Retirement
Money Market Portfolio - 317; Growth and Income Portfolio - 80; Magellan Fund -
109; APC Stock Fund - 169; and Loan Fund - 381. 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.
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.
<PAGE>
American President Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
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 upon
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.
The following is a summary of the net value of Plan interest in the Master
Trust:
American President American President
Profit-Sharing Companies, Ltd Total
Plan SMART Plan Master Trust
______________ ______________ ____________
Net Value of Plan Interest
in Master Trust at
December 31, 1993 $2,384,792 $130,590,394 $132,975,186
========== ============ ============
Percentage of Total 2% 98% 100%
========== ============ ============
Net Value of Plan Interest
in Master Trust at
December 31, 1992 $1,693,556 $107,398,683 $109,092,239
========== ============ ============
Percentage of Total 2% 98% 100%
========== ============ ============
<PAGE>
American President Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
<TABLE>
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 Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
<TABLE>
<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 Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
<TABLE>
<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 Profit-Sharing 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 (Loss)
___________ ___________ ___________
APC Stock Fund $ 158,830 $ 117,954 $ 40,876
US Bond Index Portfolio 45,510 44,394 1,116
US Equity Index Portfolio 50,980 46,858 4,122
Growth and Income Portfolio 45,767 43,432 2,335
Magellan Fund 60,358 57,081 3,277
____________ ____________ ___________
1993 Total $ 361,445 $ 309,719 $ 51,726
============ ============ ===========
1992 Total $ 216,802 $ 190,994 $ 25,808
============ ============ ===========
1991 Total $ 197,112 $ 165,549 $ 31,563
============ ============ ===========
Unrealized
__________
Beginning End
of Year of Year Net
Unrealized Unrealized Unrealized
Appreciation Appreciation Gain
(Depreciation) (Depreciation) (Loss)
____________ ____________ ___________
APC Stock Fund $ 20,077 $ 96,320 $ 76,243
US Bond Index Portfolio 270 294 24
US Equity Index Portfolio 104,122 108,774 4,652
Growth and Income Portfolio 827 8,782 7,955
Magellan Fund (2,510) 7,918 10,428
__________ ___________ ___________
1993 Total $ 122,786 $ 222,088 $ 99,302
========== =========== ===========
1992 Total $ 161,257 $ 122,786 $ (38,471)
========== =========== ===========
1991 Total $ (123,752) $ 161,257 $ 285,009
========== =========== ===========
<PAGE>
American President Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
6. INCOME TAX STATUS
The Internal Revenue Service ("IRS") last determined on May 22, 1990 that the
Plan, as amended through January 1, 1989, was qualified under Section 401 of the
Internal Revenue Code of 1954, as amended. 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
On January 2, 1991, the account balances of participants in the Plan who became
participants in the APC Plan as of September 1990, were transferred to the APC
Plan. Participation by these individuals in the Plan terminated as of
this date.
<PAGE>
American President Profit-Sharing 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 A P Profit-Sharing Plan's portion of the above Master Trust
Investments amounts to $2,384,792.
*A party-in-interest to the Plan, as defined by ERISA.
<PAGE>
<TABLE>
American President Profit-Sharing 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 $ 97,040 $ 192,195 $ 1,036,321 $ 130,459 $ 256,131 $ 362,356 $ 310,290 $ 2,384,792
Receivable from American
President Companies, Ltd.:
Employer Contribution 654 690 8,743 703 2,387 2,503 15,680
Participant Contribution 679 735 4,778 819 1,317 1,582 9,910
__________ __________ ___________ __________ __________ __________ __________ __________
1,333 1,425 13,521 1,522 3,704 4,085 25,590
TOTAL PLAN ASSETS 98,373 193,620 1,049,842 131,981 259,835 366,441 310,290 2,410,382
__________ __________ ___________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE
FOR BENEFITS $ 98,373 $ 193,620 $ 1,049,842 $ 131,981 $ 259,835 $ 366,441 $ 310,290 $2,410,382
========== =========== =========== ========== ========= ========= ========== ==========
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 $ 64,076 $ 145,526 $ 859,689 $ 70,884 $ 102,840 $ 242,352 $ 208,189 $ 1,693,556
Receivable from American
President Companies, Ltd.:
Employer Contribution 202 341 7,161 586 635 8,925
Participant Contribution
__________ __________ ___________ __________ __________ __________ __________ __________
202 341 7,161 586 635 8,925
TOTAL PLAN ASSETS 64,278 145,867 866,850 70,884 103,426 242,987 208,189 1,702,481
__________ __________ ___________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE
FOR BENEFITS $ 64,278 $ 145,867 $ 866,850 $ 70,884 $ 103,426 $ 242,987 $ 208,189 $1,702,481
========== =========== =========== ========== ========= ========= ========== ==========
</TABLE>
<PAGE>
<TABLE>
American President Profit-Sharing 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 $ 7,035 $ 6,598 $ 20,839 $ 5,528 $ 40,000
Interest Income $ 6,349 $ 27,913 $ 14,837 49,099
Realized Gains 1,116 4,122 2,335 3,277 40,876 51,726
Unrealized Appreciation 24 4,652 7,955 10,428 76,243 99,302
__________ ___________ __________ ___________ ___________ __________ __________ _________
Total Investment Activity 7,489 15,809 27,913 16,888 34,544 122,647 14,837 240,127
__________ ___________ __________ ___________ ___________ __________ __________ _________
CORPUS ACTIVITY
Contributions
Employer 23,316 28,166 241,862 23,499 41,087 60,203 418,133
Participants 33,298 36,886 255,602 36,145 57,828 79,739 499,498
__________ ___________ __________ __________ __________ __________ __________ _________
56,614 65,052 497,464 59,644 98,915 139,942 917,631
Withdrawals by Participants (23,976) (28,645) (242,676) (38,131) (35,067) (76,092) (444,587)
Administrative Expenses (5,270) (5,270)
Interfund Transfers (197) 4,347 (48,325) 22,543 62,293 (40,661)
Loans to Participants (12,556) (21,802) (141,417) (8,166) (23,935) (51,008) 258,884
Loan Paybacks,
Including Interest 6,721 12,992 90,033 8,319 19,659 28,626 (166,350)
__________ ___________ ___________ __________ __________ __________ __________ _________
Total Corpus Activity 26,606 31,944 155,079 44,209 121,865 807 87,264 467,774
__________ ___________ ___________ __________ __________ __________ __________ _________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 34,095 47,753 182,992 61,097 156,409 123,454 102,101 707,901
Net Assets Available for
Benefits at December 31, 1992 64,278 145,867 866,850 70,884 103,426 242,987 208,189 1,702,481
__________ ___________ ___________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE
FOR BENEFITS AT
DECEMBER 31, 1993 $ 98,373 $ 193,620 $1,049,842 $ 131,981 $ 259,835 $ 366,441 $ 310,290 $2,410,382
========== =========== ========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
American President Profit-Sharing 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 $ 3,257 $ 8,276 $ 10,867 $ 3,306 $ 25,706
Interest Income $ 4,756 $ 24,914 $ 10,145 39,815
Realized Gains 741 1,975 1,353 905 20,834 25,808
Unrealized Appreciation (1,339) 4,422 (3,506) (5,963) (32,085) (38,471)
__________ ___________ __________ ___________ __________ __________ __________ _________
Total Investment Activity 4,158 9,654 24,914 6,123 5,809 (7,945) 10,145 52,858
__________ ___________ __________ ___________ __________ __________ __________ _________
CORPUS ACTIVITY
Contributions
Employer 22,084 28,232 256,838 19,542 22,765 57,868 407,329
Participants 25,160 33,867 267,860 26,198 33,931 77,220 464,236
__________ ___________ __________ __________ __________ __________ __________ _________
47,244 62,099 524,698 45,740 56,696 135,088 871,565
Withdrawals by Participants (15,832) (11,742) (148,388) (14,201) (18,956) (46,541) (255,660)
Administrative Expenses (1,630) (1,630)
Interfund Transfers (988) (3,517) (7,431) 593 26,714 (15,371)
Loans to Participants (10,173) (12,963) (107,241) (11,364) (14,012) (35,453) 191,206
Loan Paybacks,
Including Interest 3,995 7,971 44,469 4,372 5,305 15,721 (81,833)
__________ ___________ __________ __________ __________ __________ __________ _________
Total Corpus Activity 24,246 41,848 306,107 25,140 55,747 53,444 107,743 614,275
__________ ___________ __________ __________ __________ __________ __________ _________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 28,404 51,502 331,021 31,263 61,556 45,499 117,888 667,133
Net Assets Available for
Benefits at December 31, 1991 35,874 94,365 535,829 39,621 41,870 197,488 $ 90,301 $1,035,348
__________ ___________ __________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE
FOR BENEFITS AT
DECEMBER 31, 1992 $ 64,278 $ 145,867 $ 866,850 $ 70,884 $ 103,426 $ 242,987 $ 208,189 $1,702,481
========== =========== ========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
American President Profit-Sharing 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 $ 3,244 $ 1,386 $ 3,054 $ 2,690 $ 10,374
Interest Income $ 2,201 $ 22,401 290 $ 4,054 28,946
Realized Gains 417 3,595 1,510 1,656 24,385 31,563
Unrealized Appreciation 143 105,575 15,264 10,381 153,646 285,009
__________ ___________ ___________ __________ __________ __________ __________ ___________
Total Investment Activity 2,761 112,414 22,401 18,160 15,091 181,011 4,054 355,892
__________ ___________ ___________ __________ __________ __________ __________ ___________
CORPUS ACTIVITY
Contributions
Employer 14,879 24,263 177,992 12,193 14,431 42,547 286,305
Participants 21,323 31,314 213,735 20,304 20,989 59,223 366,888
__________ ___________ __________ __________ __________ __________ __________ ___________
36,202 55,577 391,727 32,497 35,420 101,770 653,193
Withdrawals by Participants (15,139) (38,271) (141,159) (11,378) (17,868) (73,273) (297,088)
Administrative Expenses (1,001) (1,001)
Interfund Transfers (906) (72) 2,204 (432) 2,621 (3,415)
Loans to Participants (3,294) (15,872) (61,406) (3,779) (2,284) (18,379) 105,014
Loan Paybacks,
Including Interest 1,591 5,800 24,311 1,307 1,261 6,237 (40,507)
_________ ___________ __________ __________ __________ __________ __________ ___________
Total Corpus Activity 18,454 7,162 215,677 18,215 19,150 12,940 63,506 355,104
_________ ___________ __________ __________ __________ __________ __________ ___________
TOTAL INVESTMENT AND
CORPUS ACTIVITY 21,215 119,576 238,078 36,375 34,241 193,951 67,560 710,996
TRANSFERS 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 86,472 1,009,293 2,806,392 155,887 194,848 239,205 289,392 4,781,489
_________ ___________ __________ __________ __________ __________ __________ ___________
NET ASSETS AVAILABLE
AT DECEMBER 31, 1991 $ 35,874 $ 94,365 $ 535,829 $ 39,621 $ 41,870 $ 197,488 $ 90,301 $ 1,035,348
========= =========== ========== ========== ========== ========== ========== ===========
</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.2 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. 33-24847).
/s/ Arthur Andersen & Co.
San Francisco, California
April 27, 1994
