________________________________________________________________________________
________________________________________________________________________________
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 27, 1996
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 APL Limited SMART Plan for
the plan year ended December 31, 1996, 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 18, 1997
18
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, 1996
APL LIMITED
SMART 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 9-17
Exhibits:
10.1 Copy of the APL Limited 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 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 APL Limited SMART Plan (the "Plan")
as of December 31, 1996 and 1995, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1996. 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.
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, 1996 and
1995, and the changes in its net assets available for benefits
for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen LLP
San Francisco, California
May 2, 1997
<PAGE>
APL Limited
SMART Plan
Statement of Net Assets Available for Benefits
As of December 31,
_________________________________
1996 1995
________ ________
ASSETS
Investment in Master Trust,
at Fair Value $194,700,057 $182,117,387
Receivables from APL Limited:
Employer Contribution 1,045 10
Employee Contribution 1,441 288
____________ ____________
TOTAL ASSETS 194,702,543 182,117,685
____________ ____________
LIABILITIES (40) (817)
____________ ____________
NET ASSETS AVAILABLE
FOR BENEFITS $194,702,503 $182,116,868
============ ============
The accompanying notes are an integral part of these statements.
<PAGE>
APL Limited
SMART Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31,
_______________________________
1996
____________
ADDITIONS:
Contributions:
Employer $ 5,103,658
Participants 8,545,422
Transfer of assets from
Profit-Sharing Plan 45,815
Net Investment Gain from Master Trust 23,641,415
____________
TOTAL ADDITIONS 37,336,310
DEDUCTIONS:
Benefits paid to Participants 24,722,239
Administrative Expenses 28,436
____________
TOTAL DEDUCTIONS 24,750,675
____________
NET INCREASE 12,585,635
Net Assets Available for Benefits:
Beginning of Year 182,116,868
____________
End of Year $194,702,503
============
The accompanying notes are an integral part of these statements.
<PAGE>
APL Limited SMART 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 provisions may be found in the Plan document.
General
The APL Limited SMART Plan (the "Plan"), formerly known as the
American President Companies, Ltd. SMART 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
All 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 on the U.S. payroll, employees classified by the company as a
driver, driver-trainer or temporary employee, 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
Participants may contribute salary deferrals to the Plan in one
percent increments up to 12% of their earnings, exclusive of
overtime pay, premiums and bonuses. However, these salary
deferrals may not exceed $9,500 in 1996. 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. Effective January 1, 1997, the base
company matching contribution for active employees will be $.75
for each dollar contributed up to 6% of each employee's base
salary. Additional matching contributions, up to $.50 for each
dollar contributed, may also be made if the company achieves
certain financial results. New employees are eligible for
company matching contributions on the first day of the payroll
period which commences on or after the completion of six months'
service. A participant's earnings covered by the Plan is limited
to $150,000 in 1996. The companies may make discretionary
contributions, as determined by the
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
company's Board of Directors, which are then allocated
proportionately to each participant. There were no discretionary
contributions during the year ended December 31, 1996.
Vesting
Employee contributions are immediately vested. New employees
vest in the company's contributions ratably over five years of
service.
Investment Options
Through December 31, 1996, 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 Fund, the Asset Manager
Growth Fund, the Asset Manager Income Fund, the APL Limited 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 APL Limited 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 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
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
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. At December 31, 1996,
approximately 4% of this fund was 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 approximately 23% of
the fund's total assets in debt securities of any quality and in
repurchase agreements at December 31, 1996. 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 12% of the fund
at December 31, 1996. 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. At December 31,
1996, common stocks made up approximately 70% of the fund with
foreign investments totaling 14%. 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 Income is the most conservative fund of the
series because of its emphasis on income and
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
short-term instruments which totaled 48% of the fund at
December 31, 1996. Foreign investments totaled 17% of the
fund at December 31, 1996. 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.
Through September 30, 1995, the APL Limited Stock Fund consisted
entirely of shares of the company's Common Stock ("Common
Stock"). Effective October 1, 1995 the APL Limited Stock Fund
became unitized. The participant's account will consist of units
instead of shares of stock. The fund holds APL Limited Stock and
a small amount of short-term securities, such as money market
instruments.
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 a reasonable rate
selected by the company, which provides for a rate of return
commensurate with interest rates charged by persons in the
business of lending money under similar circumstances 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.
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. Forfeitures used by the company to offset
cash contributions totaled $233,175. The balance of forfeitures
available for offset against cash contributions at December 31,
1996, was $20,959.
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
contributions are deposited as soon as reasonably practicable
after the amount is determined.
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>
APL Limited SMART 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.
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. TRANSFER OF ASSETS FROM THE PROFIT-SHARING PLAN
The company adopted an amendment to terminate a related plan
(American President Profit-Sharing Plan) as of June 3, 1995
following the sale of American President Trucking Company, Ltd.
assets to Burlington Motor Carriers, Inc. Prior to the
termination of this plan, individuals who remained employed with
an affiliate of the company transferred their account balances
and became eligible participants of the SMART Plan. The SMART
Plan was also amended to include the transfer of remaining Profit-
Sharing Plan participant accounts as of May 31, 1996.
Transferred accounts will be treated in accordance with the SMART
Plan's provision concerning unclaimed benefits.
4. 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,
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN MASTER TRUST (continued)
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.
The following is a summary of the Plan's investment in the Master
Trust:
American President
APL Limited Profit-Sharing Total
SMART Plan Plan Master Trust
_________________________________________
Plan Investment in the
Master Trust at
December 31, 1996 $194,700,057 $ 0 $194,700,057
============ ========== ============
Percentage of Total 100% 0.0% 100%
============ ========== ============
Plan Investment in the
Master Trust at
December 31, 1995 $182,117,387 $203,741 $182,321,128
============ ========== ============
Percentage of Total 99.9% 0.1% 100%
============ ========== ============
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
4. 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, 1996
<TABLE>
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
<S> <C> <C> <C> <C> <C> <C>
Investments at Fair Value:
Common Stock
Investments in Stock and
Bond Mutual Funds $9,156,294 $40,350,847 $46,474,674 $37,426,677 $4,157,410
Money Market Fund $35,162,873
Loans to Participants
__________ ___________ ___________ ___________ ___________ ___________
Total Investments 9,156,294 40,350,847 35,162,873 46,474,674 37,426,677 4,157,410
Liabilities - - - - - -
__________ ___________ ___________ ___________ ___________ ___________
Net Assets at
December 31, 1996 $9,156,294 $40,350,847 $35,162,873 $46,474,674 $37,426,677 $4,157,410
========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Statement of Net Assets of the Master Trust
December 31, 1996
Fidelity Funds
___________________________
Asset Asset APL Limited
Asset Manager Manager Stock Loan
Manager Growth Income Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments at Fair Value:
Common Stock $8,956,153 $ 8,956,153
Investments in Stock and
Bond Mutual Funds $1,845,560 $3,153,365 $684,265 143,249,092
Money Market Fund 80,290 35,243,163
Loans to Participants $7,251,649 7,251,649
__________ __________ _________ __________ __________ ____________
Total Investments 1,845,560 3,153,365 684,265 9,036,443 7,251,649 194,700,057
Liabilities - - - - - -
__________ __________ _________ __________ __________ ____________
Net Assets at
December 31, 1996 $1,845,560 $3,153,365 $684,265 $9,036,443 $7,251,649 $194,700,057
========== ========== ========= ========== ========== ============
</TABLE>
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN MASTER TRUST (continued)
The following are summary financial statements of the Master Trust:
<TABLE>
<CAPTION>
Statement of Net Assets of the Master Trust
December 31, 1995
Fidelity Funds
____________________________________________________________________
U.S. Bond U.S. EquityRetirement Growth Int'l
Index Index Money Market and Income Magellan Growth &
Portfolio Portfolio Portfolio Portfolio Fund Income
<S> <C> <C> <C> <C> <C> <C>
Investments at Fair Value:
Common Stock
Investments in Stock and
Bond Mutual Funds $9,500,305 $33,776,506 $36,299,736 $40,789,279 $3,463,801
Money Market Mutual 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>
<TABLE>
<CAPTION>
Statement of Net Assets of the Master Trust
December 31, 1995
Fidelity Funds
________________________________
Asset Asset APL Limited
Asset Manager Manager Stock Loan
Manager Growth Income Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments at Fair Value:
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 Mutual 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>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN MASTER TRUST (continued)
<TABLE>
<CAPTION>
Statement of Changes in Net Assets of the Master Trust
for the Year Ended December 31, 1996
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
<S> <C> <C> <C> <C> <C> <C>
Net Assets at
December 31, 1995 $9,500,305 $33,776,506 $36,200,035 $36,299,736 $40,789,279 $3,463,801
Realized Gains (6,462) 2,563,812 1,883,686 961,901 58,169
Unrealized
Appreciation (324,879) 3,853,348 3,503,806 (3,197,760) 269,503
Dividend Income 1,032,787 2,302,590 6,408,998 140,675
Interest Income 641,021 1,759,695
Receipts from Plans 734,603 1,874,188 1,715,219 3,386,638 3,547,546 522,903
Distributions
to Plans (1,259,049) (4,199,168) (6,726,067) (5,840,023) (4,977,328) (339,301)
Administrative Expenses
Interfund Transfers (227,195) 1,389,752 2,054,975 4,638,562 (6,515,402) 544
Loans to Participants (151,103) (520,711) (628,744) (725,368) (784,621) (56,954)
Loan Paybacks 249,053 580,333 787,760 1,025,047 1,194,064 98,070
__________________________________________________________________________
Net Change (344,011) 6,574,341 (1,037,162) 10,174,938 (3,362,602) 693,609
__________________________________________________________________________
Net Assets at
December 31, 1996 $9,156,294 $40,350,847 $35,162,873 $46,474,674 $37,426,677 $4,157,410
==========================================================================
</TABLE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENT IN MASTER TRUST (continued)
<TABLE>
<CAPTION>
Statement of Changes in Net Assets of the Master Trust
for the Year Ended December 31, 1996
Fidelity Funds
_____________________________
Asset Asset APL Limited
Asset Manager Manager Stock Loan
Manager Growth Income Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Net Assets at
December 31, 1995 $1,956,695 $2,425,219 $726,051 $9,133,399 $8,050,102 $182,321,128
Realized Gains 63,749 122,097 11,173 1,247,928 6,906,053
Unrealized
Appreciation 2,166 91,766 (14,018) (756,847) 3,427,085
Dividend Income 144,174 262,743 38,785 10,330,752
Interest Income 2,367 564,873 2,967,956
Receipts from Plans 212,585 336,359 106,503 1,213,505 13,646,075
Distributions
to Plans (219,625) (367,542) (37,435) (908,992) (24,870,556)
Administrative Expenses (28,436) (28,436)
Interfund Transfers (344,018) 250,497 (161,397)(1,086,318) 0
Loans to Participants (35,785) (51,977) (5,013) (244,360) 3,204,636 0
Loan Paybacks 65,619 84,203 17,249 438,128 (4,539,526) 0
____________________________________________________________________
Net Change (111,135) 728,146 (41,786) (96,956) (798,453) 12,378,929
____________________________________________________________________
Net Assets at
December 31, 1996 $1,845,560 $3,153,365 $684,265 $9,036,443 $7,251,649 $194,700,057
====================================================================
</TABLE>
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The APL Limited Stock Fund is provided by the Plan for the purpose of
allowing participants to invest in the company's Common Stock (see Note 7).
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.
6. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the company by a
letter dated January 16, 1996, 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.
7. SUBSEQUENT EVENT
On April 13, 1997, the company entered into a merger agreement with Neptune
Orient Lines Ltd. ("NOL"), a Singapore corporation, and Neptune U.S.A.,
Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of
NOL ("Sub"), pursuant to which Sub will merge with and into the company
(the "Proposed Merger"). As a result of the Proposed Merger, the
outstanding shares of the company's stock will be converted into the right
to receive $33.50 per share in cash and the company will become a wholly-
owned subsidiary of NOL. The Proposed Merger, which has been approved by
each company's Board of Directors, is conditioned upon approval by holders
of a majority of the outstanding shares of the company's Common Stock and
is subject to other conditions, including review under the Exon-Florio
Amendment and the approval of the United States Maritime Administration.
The parties expect to consumate the transaction in the fall of 1997,
following the receipt of regulatory and shareholder approvals.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated May 2, 1997, included in this Form 10-K/A Amendment No.
2 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 LLP
San Francisco, California
June 13, 1997
