______________________________________________________________________________
______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
(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 29, 1995
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
APL LIMITED
(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, 1995,
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.
APL LIMITED
(Registrant)
By /s/ William J. Stuebgen
William J. Stuebgen
Vice President,
Controller and
Chief Accounting Officer
June 14, 1996
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, 1995
AMERICAN PRESIDENT
PROFIT-SHARING PLAN
(Full Title of the Plan)
APL LIMITED
(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 Available for Benefits 7
Statement of Changes in Net Assets Available for
Benefits 8
Notes to Financial Statements 9
Exhibits:
10.1 *
Copy of the American President
Profit-Sharing 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 18
* Incorporated by Reference
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
APL Limited:
We have audited the accompanying statement of net assets
available for benefits of the American President Profit-Sharing
Plan (the "Plan") as of December 31, 1995 and 1994, and the
related statement of changes in net assets available for benefits
for the year ended December 31, 1995. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements 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.
As further disclosed in Note 6 to the financial statements, the
Plan was terminated effective June 3, 1995.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1995 and
1994, and the changes in its net assets available for benefits
for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
San Francisco, California
May 7, 1996
<PAGE>
American President
Profit-Sharing Plan
Statement of Net Assets Available for Benefits
As of December 31,
_________________________________
1995 1994
________ ________
ASSETS
Investment in Master Trust,
at Fair Value $203,741 $2,768,995
Receivables from American President
Companies, Ltd.:
Employer Contribution - 145,120
Employee Contribution - 9,134
__________ __________
203,741 154,254
__________ __________
TOTAL ASSETS 203,741 2,923,249
__________ __________
LIABILITIES - -
__________ __________
NET ASSETS AVAILABLE
FOR BENEFITS $203,741 $2,923,249
========== ==========
The accompanying notes are an integral part of these statements.
<PAGE>
American President
Profit-Sharing Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31,
_______________________________
1995
__________
ADDITIONS:
Contributions:
Employer $ 157,895
Participants 194,334
Net Investment Gain from Master Trust 210,727
__________
TOTAL ADDITIONS 562,956
DEDUCTIONS:
Benefits paid to Participants 1,586,780
Assets Transferred to Burlington
Motor Carriers, Inc. 1,693,403
Administrative Expenses 2,281
__________
TOTAL DEDUCTIONS 3,282,464
__________
NET DECREASE (2,719,508)
Net Assets Available for Benefits:
Beginning of Year 2,923,249
__________
End of Year $ 203,741
==========
The accompanying notes are an integral part of these statements.
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the Plan is provided for general
information purposes only. More complete information regarding
the Plan's provision may be found in the Plan document.
General
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 APL Limited (previously known as
American President Companies, Ltd.) (the "company").
Trustee
The Plan trustee is Fidelity Management Trust Company.
Participation
Employees of the participating companies designated by the
company as a driver or driver-trainer 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.
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.
Contribution Determination
The company adopted amendments to the Plan discontinuing all
contributions as of June 3, 1995, and terminating the Plan as of
that date. Prior to such plan termination, participants could
contribute salary deferrals to the Plan in one percent increments
up to 6% of their compensation as defined. However, these salary
deferrals could not exceed $9,240 in 1995. In addition,
participants could make after-tax contributions, provided that
the total of salary deferrals and after-tax contributions did not
exceed 9% of compensation. A participant's earnings covered by
the Plan was limited to $150,000 in 1995.
Employee contributions were matched 50% by the participating
companies up to a maximum of 1 1/2% of the participant's
compensation. Also, the participating companies would make a
basic annual contribution equal to 3% of the participant's
compensation, as defined in the Plan, for such plan year. For
the Plan year commencing January 1, 1995, the company made a
final basic contribution equal to 3% of eligible compensation,
which was allocated among eligible participants as of June 3,
1995.
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
The companies could make discretionary contributions, as
determined by the company's Board of Directors, which would then
be allocated proportionately to each participant. There were no
discretionary contributions during the year ended December 31,
1995.
Vesting
Employee and employer contributions are immediately fully vested.
Investment Options
The Plan provides for eleven 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 International Growth and Income Fund, the
Asset Manager, the Asset Manager Growth, the Asset Manager
Income, the APC Stock Fund and a Loan Fund. At the direction of
the Benefits Committee, the Loan Fund is managed by the company
and the trustee, the APC Stock Fund is managed by the trustee and
the remaining nine 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,
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. 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.
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.
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
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
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.
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.
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 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.
The International Growth and Income Fund seeks capital growth and
current income by investing principally in foreign securities.
It invests a majority of the fund's assets in equity securities
selected generally for growth potential with at least 25% of the
fund's total assets in debt securities of any quality and in
repurchase agreements. 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.
The Asset Manager series is a family of asset allocation funds
offering three distinct approaches to diversified investment
through varying mixes of common stocks, mid and long-term bonds
and short-term instruments anywhere in the world.
Asset Manager has a more balanced approach and seeks high
total return with reduced risk over the long term by using a
more balanced mix of stocks, bonds and short-term instruments.
Foreign investments represented 18% of the fund. 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.
Asset Manager Growth is the most aggressive fund in the family
seeking to maximize total return through investments in
stocks, bonds and short-term instruments. Common stocks made
up approximately 70% of the fund with foreign investments
totaling 31%. The fund earns dividends daily, and the
dividends are posted to the participant's account in the last
month of
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
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.
Asset Manager Income is the most conservative fund of the
series because of its emphasis on income and short-term
instruments which totaled 36% of the fund. Foreign
investments totaled 8% of the fund. The fund earns dividends
daily, and the dividends are posted to the participant's
account at the end of each calendar month or at the time of
total distribution of the account. The undistributed
dividends are reinvested to purchase more shares in the fund.
The APL Limited Stock Fund consists entirely of shares of the
company's Common Stock ("Common Stock").
The Loan Fund is invested solely in promissory notes executed by
participants. 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 recordkeeper.
Funding
Employee contributions are made primarily through payroll
deductions and are deposited with the trustee as soon as
administratively possible after they are withheld. Company
matching contributions are deposited as soon as reasonably
practicable after the amount is determined. Company basic
contributions are paid to the trustee not later than the last day
for filing the company's federal income tax return for the
taxable year within which the Plan year ends.
Termination of the Plan
As discussed in Note 6, the Plan has been terminated.
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.
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements
and the reported amounts of additions and deductions during the
reporting period. Actual results could differ from those
estimates.
Valuation of Investments
Investments held by the Master Trust are carried at fair value
based on quoted market prices as determined by the trustee.
Interest income, dividend income, realized gains and losses on
investment transactions and unrealized appreciation or
depreciation in the Master Trust 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, and are recorded as net investment
gain from Master Trust.
Participant loans are carried at book value which approximates
fair value.
Benefits are recorded when paid.
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 Plan's interest in the Master Trust is stated at fair value
based on the Plan's prorated interest in the Master Trust. All
investments are stated at fair value based upon published market
quotations. The assets of the Master Trust are allocated to the
individual participating plans based upon the relative value of
assets contributed to the Master Trust. Interest income,
dividends, investment fees, and gains and losses (both realized
and unrealized) of the Master Trust are allocated to the
individual participating plans based upon their relative fair
values.
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
The following is a summary of the Plan's investment in the Master
Trust:
American President American President
Profit-Sharing Companies,Ltd. SMART Total
Plan Plan Master Trust
_________________________________________________________
Plan Investment in the
Master Trust at
December 31, 1995 $203,741 $182,117,387 $182,321,128
========== ============ ============
Percentage of Total 0.1% 99.9% 100%
========== ============ ============
Plan Investment in the
Master Trust at
December 31, 1994 $2,768,995 $141,632,620 $144,401,615
========== ============ ============
Percentage of Total 2% 98% 100%
========== ============ ============
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
The following are summary financial statements of the Master Trust:
Statement of Net Assets of the Master Trust
December 31, 1995
<TABLE>
<CAPTION>
Fidelity Funds
_____________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth Int'l
Index Index Money Market and Income Magellan Growth &
Portfolio Portfolio Portfolio Portfolio Fund Income
Investments at Fair Value:
Common Stock
Investments in Stock and
<S> <C> <C> <C> <C> <C> <C>
Bond Mutual Funds $9,500,305 $33,776,506 $36,299,736 $40,789,279 $3,463,801
Money Market Fund $36,200,035
Loans to Participants
__________ ___________ ___________ ___________ ___________ ___________
Total Investments 9,500,305 33,776,506 36,200,035 36,299,736 40,789,279 3,463,801
Liabilities - - - - - -
__________ ___________ __________ ___________ ___________ ___________
Net Assets at
December 31, 1995 $9,500,305 $33,776,506 $36,200,035 $36,299,736 $40,789,279 $3,463,801
========== =========== =========== =========== =========== ===========
</TABLE>
Statement of Net Assets of the Master Trust
December 31, 1995
<TABLE>
<CAPTION>
Fidelity Funds
_________________________________
Asset Asset APL Limited
Asset Manager Manager Stock Loan
Manager Growth Income Fund Fund Total
Investments at Fair Value:
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock $9,133,399 $ 9,133,399
Investments in Stock and
Bond Mutual Funds $1,956,695 $2,425,219 $726,051 128,937,592
Money Market Fund 36,200,035
Loans to Participants $8,050,102 8,050,102
__________ __________ _________ __________ __________ ___________
Total Investments 1,956,695 2,425,219 726,051 9,133,399 8,050,102 182,321,128
Liabilities - - - - - -
__________ __________ _________ __________ __________ ___________
Net Assets at
December 31, 1995 $1,956,695 $2,425,219 $726,051 $9,133,399 $8,050,102 $182,321,128
========== ========== ========= ========== ========== ===========
</TABLE>
<PAGE>
Statement of Net Assets of the Master Trust
December 31, 1994
<TABLE>
<CAPTION>
Fidelity Funds
___________________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth Int'l
Index Index Money Market and Income Magellan Growth &
Portfolio Portfolio Portfolio Portfolio Fund Income
Investments at Fair Value:
Common Stock
Investments in Stock and
<S> <C> <C> <C> <C> <C> <C>
Bond Mutual Funds $7,266,519 $24,505,252 $24,638,706 $28,830,549 $2,679,115
Money Market Mutual Fund $33,323,975
Loans to Participants
__________ ___________ ___________ ___________ ___________ __________
Total Investments 7,266,519 24,505,252 33,323,975 24,638,706 28,830,549 2,679,115
Liabilities - - - - - -
__________ ___________ ___________ ___________ ___________ ___________
Net Assets at
December 31, 1994 $7,266,519 $24,505,252 $33,323,975 $24,638,706 $28,830,549 $2,679,115
========== =========== =========== =========== =========== ==========
</TABLE>
Statement of Net Assets of the Master Trust
December 31, 1994
<TABLE>
<CAPTION>
Fidelity Funds
______________________________________
Asset Asset APL Limited
Asset Manager Manager Stock Loan
Manager Growth Income Fund Fund Total
Investments at Fair Value:
<S> <C> <C> <C> <C> <C> <C>
Common Stock $10,431,852 $10,431,852
Investments in Stock and
Bond Mutual Funds $1,778,098 $2,109,533 $299,876 92,107,648
Money Market Mutual Fund 33,323,975
Loans to Participants $8,538,140 8,538,140
__________ __________ _________ ___________ __________ ___________
Total Investments 1,778,098 2,109,533 299,876 10,431,852 8,538,140 144,401,615
Liabilities - - - - - -
__________ __________ _________ ___________ __________ ___________
Net Assets at
December 31, 1994 $1,778,098 $2,109,533 $299,876 $10,431,852 $8,538,140 $144,401,615
========== ========== ========= =========== ========== ============
</TABLE>
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT IN MASTER TRUST (continued)
Statement of Changes in Net Assets of the Master Trust
for the Years Ended December 31, 1995
<TABLE>
<CAPTION>
Fidelity Funds
____________________________________________________________________________
U.S. Bond U.S. Equity Retirement Growth Int'l
Index Index Money Market and Income Magellan Growth &
Portfolio Portfolio Portfolio Portfolio Fund Income
Net Assets at
<C> <C> <C> <C> <C> <C> <C>
December 31, 1994 $7,266,519 $24,505,252 $33,323,975 $24,638,706 $28,830,549 $2,679,115
Realized Gains (26,500) 723,599 453,838 1,184,183 (23,323)
Unrealized Appreciation 778,622 7,564,191 6,910,944 7,105,662 261,945
Dividend Income 836,351 1,737,931 2,353,996 108,770
Interest Income 588,805 2,014,248
Receipts from Plans 929,425 1,795,624 3,060,594 3,238,882 4,124,370 555,539
Distributions to Plans (466,948) (1,607,028) (3,297,881) (1,276,374) (2,358,042) (162,801)
Asset Transfer (115,239) (160,109) (1,075,557) (117,885) (206,187) (4,140)
Administrative
Interfund Transfers 559,570 (61,878) 1,966,876 649,035 (465,168) (46,235)
Loans to Participants (189,556) (309,938) (749,938) (615,940) (751,733) (31,003)
Loan Paybacks 175,607 490,442 957,718 680,599 971,649 125,934
_____________________________________________________________________________
Net Change 2,233,786 9,271,254 2,876,060 11,661,030 11,958,730 784,686
_____________________________________________________________________________
Net Assets at
December 31, 1995 $9,500,305 $33,776,506 $36,200,035 $36,299,736 $40,789,279 $3,463,801
=============================================================================
</TABLE>
Statement of Changes in Net Assets of the Master Trust
for the Years Ended December 31, 1995
<TABLE>
<CAPTION> Fidelity Funds
__________________________________
Asset Asset APL Limited
Asset Manager Manager Stock Loan
Manager Growth Income Fund Fund Total
Net Assets at
<C> <C> <C> <C> <C> <C> <C>
December 31, 1994 $1,778,098 $2,109,533 $299,876 $10,431,852 $8,538,140 $144,401,615
Realized Gains (33,151) (24,538) 4,113 777,625 3,035,846
Unrealized Appreciation 259,672 399,557 42,207 (1,425,784) 21,897,016
Dividend Income 54,166 36,541 24,289 129,205 5,281,249
Interest Income 546,070 3,149,123
Receipts from Plans 231,466 367,141 157,693 1,752,775 16,213,509
Distributions to Plans (54,475) (107,786) (6,535) (597,878) (9,935,748)
Asset Transfer (2,756) (1,327) (2,827) (7,376) (1,693,403)
Administrative Expenses (28,079) (28,079)
Interfund Transfers (308,050) (364,102) 226,881 (2,156,929) 0
Loans to Participants (20,264) (47,984) (37,592) (240,994) 2,994,942 0
Loan Paybacks 51,989 58,184 17,946 470,903 (4,000,971) 0
_________________________________________________________________________
Net Change 178,597 315,686 426,175 (1,298,453) (488,038) 37,919,513
_________________________________________________________________________
Net Assets at
December 31, 1995 $1,956,695 $2,425,219 $726,051 $9,133,399 $8,050,102 $182,321,128
=========================================================================
</TABLE>
<PAGE>
American President
Profit-Sharing Plan
NOTES TO FINANCIAL STATEMENTS
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
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 nine mutual funds offered as investment options are
managed by Fidelity Management & Research Company.
Commissions and mutual fund expenses, including investment
advisor fees paid by the individual mutual funds to Fidelity, 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. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
company by a letter dated November 20, 1995, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code ("IRC"). The Plan has been amended since receiving
the determination letter. However, the Plan administrator and
the Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the IRC.
6. TERMINATION OF PLAN
On June 2, 1995, the company entered into an agreement providing
for the sale of certain assets of American President Trucking
Company, Ltd. ("APT") to Burlington Motor Carriers, Inc. ("BMC")
effective June 3, 1995. As a result of this transaction, most
participants in the Plan terminated their employment with APT and
commenced employment with BMC, and their Plan accounts were
transferred to the BMC Employee Retirement Savings Plan. Most of
the remaining participants who terminated employment with APT and
did not commence employment with BMC have had their Plan accounts
distributed during 1995 in accordance with Plan provisions. With
respect to plan participants who are continuing employment with
an affiliate of the company, their Plan accounts were transferred
to the American President Companies, Ltd. SMART Plan. The
company has adopted amendments to the Plan discontinuing all
contributions as of June 3, 1995, and terminating the Plan as of
that date. The Plan was also amended to include the transfer of
remaining Profit-Sharing Plan participant accounts into the SMART
Plan as of May 31, 1996. Transferred accounts will be treated in
accordance with the SMART Plan's provision concerning unclaimed
benefits.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated May 7, 1996, included in this
Form 10-K/A Amendment No. 3 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 LLP
Arthur Andersen LLP
San Francisco, California
June 14, 1996
