<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(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 26, 1997
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
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1
<PAGE>
TABLE OF CONTENTS
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 11.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 11-K
<TABLE>
<CAPTION>
Exhibit No. Description of Document
- ----------- -----------------------
<S> <C>
99.1 Form 11-K Annual Report for the APL Limited SMART Plan for the
plan year ended December 31, 1997.
</TABLE>
SIGNATURES
2
<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/ Neal West
------------------
Neal West
Controller
June 26, 1998
3
<PAGE>
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, 1997
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)
- --------------------------------------------------------------------------------
4
<PAGE>
TABLE OF CONTENTS
<TABLE>
Page
----
<S> <C>
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 9-14
Schedules:
I. Schedule of Assets Held for Investment Purposes 15
II. Schedule of Reportable Transactions 16
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.
</TABLE>
* Incorporated by Reference
5
<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, 1997 and 1996, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 1997. 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 present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in its net assets available for benefits for the
year ended December 31, 1997, 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. The supplemental schedules described in the table
of contents are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statement of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the 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.
Arthur Andersen LLP
San Francisco, California
June 4, 1998
6
<PAGE>
APL Limited
SMART Plan
Statement of Net Assets Available for Benefits
<TABLE>
<CAPTION>
As of December 31,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Investments at Fair Value
Fidelity Magellan Fund $38,788,536 $37,426,677
Fidelity Growth & Income Portfolio 55,489,022 46,474,674
Fidelity Int'l Growth & Income Fund 0 4,157,410
Fidelity Asset Manager 0 1,845,560
Fidelity Low-Priced Stock Fund 5,647,580 0
Fidelity Asset Manager - Growth 0 3,153,365
Fidelity Asset Manager - Income 0 684,265
Fidelity Dividend Growth Fund 5,253,903 0
Fidelity Retirement Money Mkt Portfolio 39,970,151 35,162,873
Spartan U.S. Equity Index Portfolio 50,236,961 40,350,847
Fidelity U.S. Bond Index Fund 9,303,014 9,156,294
Templeton Foreign Fund I 5,180,907 0
Warburg-Pincus Emerging Growth Fund 3,125,075 0
BrokerageLink 368,372 0
APL Limited Stock Fund 0 9,036,443
Loans to participants 6,286,327 7,251,649
------------ ------------
Total investments 219,649,848 194,700,057
Contributions Receivable 7,226 2,486
------------ ------------
Total assets 219,657,074 194,702,543
LIABILITIES 0 (40)
------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $219,657,074 $194,702,503
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE>
<TABLE>
<CAPTION>
APL Limited SMART Plan
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1997
Fund Information
--------------------------------------------------------------------------------------------------
Growth Int'l. Low-Priced Asset Asset
Magellan and Income Growth & Asset Stock Manager Manager
Fund Portfolio Income Manager Fund Growth Income
---- --------- ------ ------- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer Contr $721,407 $926,978 $19,762 $8,598 $118,733 $16,303 $4,083
Employee Contr 1,519,417 2,057,572 42,925 17,232 315,429 32,374 9,934
Net Interest/Apprec 8,569,162 13,081,390 (5,454) 33,836 831,284 92,135 6,443
--------------------------------------------------------------------------------------------------
Total additions 10,809,986 16,065,940 57,233 59,666 1,265,446 140,812 20,460
DEDUCTIONS:
Distributions (4,534,772) (7,340,095) (324,345) (44,209) (243,722) (279,841) (29,634)
Asset Transfer to ACS (409,077) (427,171) (63,863) (15,036) - (18,022) (21,461)
Administrative Exps - - - - - -
--------------------------------------------------------------------------------------------------
Total deductions (4,943,849) (7,767,266) (388,208) (59,245) (243,722) (297,863) (51,095)
TRANSFERS:
Interfund Transfers (4,840,561) 392,255 (3,830,998) (1,852,445) 4,585,443 (3,003,952) (655,470)
Loans Issued (540,524) (663,440) (10,011) (1,432) (37,156) (1,691)
Loan Paybacks 877,227 987,929 14,573 7,748 77,980 9,219 1,730
--------------------------------------------------------------------------------------------------
Total transfers (4,503,858) 716,744 (3,826,436) (1,846,129) 4,626,267 (2,996,424) (653,740)
Net Change 1,362,279 9,015,418 (4,157,411) (1,845,708) 5,647,991 (3,153,475) (684,375)
Net Assets Available for
Benefits at:
December 31, 1996 37,427,571 46,475,463 4,157,411 1,845,708 - 3,153,475 684,375
--------------------------------------------------------------------------------------------------
December 31, 1997 $38,789,850 $55,490,881 $- $- $5,647,991 $- $-
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Dividend Retirement U.S.Equity U.S.Bond Templeton Warburg-Pincus
Growth Money Mkt. Index Index Foreign Emerging
Fund Portfolio Portfolio Portfolio Fund Growth
---- --------- --------- --------- ---- ------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer Contr $110,572 $29,560 $554,906 $161,056 $134,781 $72,513
Employee Contr 296,682 1,066,317 1,237,463 331,923 307,898 174,273
Net Interest/Apprec 913,411 1,867,912 12,641,126 814,424 207,842 321,719
-----------------------------------------------------------------------------------------
Total additions 1,320,665 2,963,789 14,433,495 1,307,403 650,521 568,505
DEDUCTIONS:
Distributions (526,218) (6,430,386) (3,982,509) (1,992,181) (623,277) (102,190)
Asset Transfer to ACS (35,531) (535,158) (532,791) (36,181) (27)
Administrative Exps - - - - - -
-----------------------------------------------------------------------------------------
Total deductions (561,749) (6,965,544) (4,515,300) (2,028,362) (623,304) (102,190)
TRANSFERS:
Interfund Transfers 4,438,345 8,569,029 (252,047) 770,265 5,091,219 2,620,668
Loans Issued (19,710) (511,924) (430,015) (100,042) (41,981) (14,351)
Loan Paybacks 76,703 752,930 650,949 197,768 104,804 52,670
-----------------------------------------------------------------------------------------
Total transfers 4,495,338 8,810,035 (31,113) 867,991 5,154,042 2,658,987
Net Change 5,254,254 4,808,280 9,887,082 147,032 5,181,259 3,125,302
Net Assets Available for
Benefits at:
December 31, 1996 - 35,163,006 40,351,141 9,156,297 - -
-----------------------------------------------------------------------------------------
December 31, 1997 $5,254,254 $39,971,286 $50,238,223 $9,303,329 $5,181,259 $3,125,302
-----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------
APL Limited
Brokerage Stock Loan
Link Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
ADDITIONS:
Employer Contr $- $193,405 $- $3,072,657
Employee Contr - 372,618 - 7,782,057
Net Interest/Apprec (12,477) 3,576,386 510,700 43,449,839
--------------------------------------------------------
Total additions (12,477) 4,142,409 510,700 54,304,553
DEDUCTIONS:
Distributions (1,519) (548,166) - (27,003,064)
Asset Transfer to ACS - (225,848) - (2,320,166)
Administrative Exps - - (26,752) (26,752)
--------------------------------------------------------
Total deductions (1,519) (774,014) (26,752) (29,349,982)
TRANSFERS:
Interfund Transfers 380,849 (12,412,600) - -
Loans Issued - (158,877) 2,531,154 -
Loan Paybacks 1,519 166,635 (3,980,384) -
--------------------------------------------------------
Total transfers 382,368 (12,404,842) (1,449,230) -
Net Change 368,372 (9,036,447) (965,282) 24,954,571
Net Assets Available for
Benefits at:
December 31, 1996 - 9,036,447 7,251,609 194,702,503
--------------------------------------------------------
December 31, 1997 $368,372 $- $6,286,327 $219,657,074
--------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements.
8
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the Plan (defined below) 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") 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 (the "company").
Trustee
The Plan trustee is Fidelity Management Trust Company. The Trust Agreement,
restated July 1, 1997, was entered into by mutual consent of the company and
Fidelity. All employee and company contributions are deposited in the trust
fund. The trustee is responsible for investing the assets of the trust fund
according to each participant's directions and for making distributions. The
money in the trust is set aside for the exclusive benefit of plan members and
their beneficiaries, as well as for payment of trustee fees.
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 1997.
Participants may make after-tax contributions, provided that the total of salary
deferrals and after-tax contributions does not exceed 16% of earnings.
Effective January 1, 1997, employee contributions are matched 75% by the
participating companies up to a maximum of 6% of the participant's earnings.
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 $160,000 in 1997. The
company may make discretionary contributions, as determined by
the company's Board of Directors, which are then allocated proportionately to
each participant. There were no discretionary contributions during the year
ended December 31, 1997.
9
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
Vesting
Employee contributions are immediately vested. Company contributions vest
ratably over five years of service.
Investment Options
During the year ending December 31, 1997, the Plan provided for twelve
investment funds: the Magellan Fund, the Growth and Income Portfolio, the
Fidelity Low-Priced Stock Fund, the Fidelity Dividend Growth Fund, the
Retirement Money Market Portfolio, the Spartan U.S. Equity Index Portfolio, the
U.S. Bond Index Portfolio, the Templeton Foreign Fund I, the Warburg Pincus
Emerging Growth Fund, the APL Limited Stock Fund, BrokerageLink, and a Loan
Fund. Under the direction of the Benefits Committee, the Loan Fund is managed
by the company and the trustee; the APL Limited Stock Fund was managed by the
trustee until November 12, 1997 when all outstanding shares of APL stock were
purchased by Neptune Orient Lines Ltd. ("NOL") and all interests were
de-registered; Templeton and Warburg-Pincus manage their own respective funds
named above; BrokerageLink offers some funds within the Fidelity family which
are managed by the trustee plus other funds managed by independent fund
managers; and the remaining seven Fidelity 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, a 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. There is an annual fee of $100 charged by Fidelity to establish and
maintain a BrokerageLink account.
The Magellan Fund seeks capital appreciation by maintaining a portfolio
primarily invested in common stocks and securities convertible into common
stocks. At December 31, 1997, 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 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 International Growth & Income Fund was eliminated and assets remaining at
March 31, 1997 were transferred into the Templeton Foreign Fund I.
The Asset Manager series of three funds were eliminated and assets remaining at
March 31, 1997 were transferred to the Retirement Money Market Portfolio.
The Fidelity Low-Priced Stock Fund invests primarily in stocks of smaller, less
well-known companies considered to be undervalued or out of favor with
investors. It seeks to provide long-term growth through capital appreciation.
The fund will deduct a 1.5% redemption fee on shares held for less than 90 days.
10
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
The Fidelity Dividend Growth Fund focuses on stocks of medium to large companies
that have the potential to increase the amount of dividends or begin paying
them. It seeks to increase the value of the fund over the long-term through
capital growth.
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.
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 and 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 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 Templeton Foreign Fund I seeks long-term capital growth through investments
primarily in common stocks or securities in any foreign country.
The Warburg Pincus Emerging Growth Fund invests primarily in common stocks of
rapidly growing small and medium sized companies with potential to benefit from
new products or services, technology, or changes in management. It seeks fairly
aggressive growth potential through capital appreciation.
On November 12, 1997, the company consummated a merger agreement with NOL, a
Singapore corporation, and Neptune U.S.A., Inc.("NOL(USA)"), a Delaware
corporation and an indirect, wholly-owned subsidiary of NOL ("Sub"), pursuant to
which Sub merged with and into the company (the "NOL Merger"). As a result of
the NOL Merger, all outstanding shares of the company's stock held on November
12, 1997 were purchased at $33.50 per share in cash and the company became a
wholly-owned subsidiary of NOL. All stock interests were de-registered, the
assets were transferred to the Retirement Money Market Portfolio, and the APL
Limited Stock Fund was eliminated.
The BrokerageLink, offered by the plan as of July 1, 1997, is not a mutual fund.
Instead it is a brokerage account that can be established with Fidelity
Brokerage Services, Inc. that allows access to over 2,000 Fidelity and
non-Fidelity "retail" mutual funds. The annual fee is $100 and there is a
minimum investment requirement of $2,500. The fee structure is the same as if
funds were bought through any other broker.
11
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
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 the
highest aggregated outstanding loan balance(s) 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 during 1997 to offset cash contributions totaled $495,000. The
balance of forfeitures available for offset against cash contributions at
December 31, 1997, was $27,253.
Funding
Employee contributions are made primarily through payroll deductions and are
deposited with the trustee as soon as practicable 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.
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.
12
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Valuation of Investments
Investments 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
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. Participant
loans are carried at book value which approximates fair value.
Distributions to beneficiaries are recorded when paid.
Reclassifications
Certain amounts previously reported in the 1996 financial statements have been
reclassified to conform to the 1997 presentation. These reclassifications had no
impact on previously reported net assets available for benefits.
3. INVESTMENT IN MASTER TRUST
On April 1, 1990, the company entered into a Master Trust agreement with the
trustee which remained in effect through June 30, 1997. Effective July 1, 1997,
the agreement between the company and the trustee was restated without provision
for a Master Trust.
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
The APL Limited Stock Fund was provided by the Plan for the purpose of allowing
participants to invest in the company's Common Stock until November 12, 1997
(see page 11). All transactions involving Common Stock were reflected in this
fund. Seven mutual funds offered as investment options are managed by Fidelity.
The BrokerageLink also offers mutual funds that are managed by Fidelity.
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.
Recordkeeping fees are charged to terminated participants. An annual fee is
charged against the accounts of participants with balances in the BrokerageLink.
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 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.
13
<PAGE>
APL Limited SMART Plan
NOTES TO FINANCIAL STATEMENTS
6. ASSET TRANSFER TO ACS
On October 30, 1996, a contract was signed with Affiliated Computer Services,
Inc.(ACS) of Dallas, Texas to out-source the services performed by the Data
Center in Ranch Cordova, CA. This is a five-year agreement which resulted in the
assumption of the premises at the Data Center and all related computing assets.
As part of this transaction, thirty-one APL employees were hired by ACS. ACS
offered a 401(k) plan through Prudential Mutual Fund Services which was then
extended to the former APL employees. Plan assets totaling $2,320,166 were
transferred to the ACS, Inc. Savings Plan on January 29, 1997. This amount
represented the account balances of the participants who became employees of
ACS.
7. SUBSEQUENT EVENTS
Coinciding with the NOL merger on November 12, 1997, the company completed the
sale of certain assets and operations to the American Ship Management, LLC
(ASM), an affiliate of Patriot Holding, LLC. As part of this transaction,
nineteen APL employees and their Plan assets were transferred to the ASM, LLC
401(k) Plan on February 3, 1998. Plan assets totaling $2,589,718 represented
account balances of the participants who transferred to ASM.
Effective July 15, 1998, NOL(USA)'s 401(k) Plan administered by Aetna will be
merged into the Plan with assets to be transferred to Fidelity on July 16, 1998.
14
<PAGE>
<TABLE>
<CAPTION>
APL LIMITED SMART PLAN Schedule I
PLAN SPONSOR EIN: 94-2911022
PLAN NUMBER:002
Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997
(b) (c) (d) (e)
(a) Identity Description Cost Current Value
- -- -------- --------------------------------- ------------ -------------
<S> <C> <C> <C> <C>
* Fidelity Management Magellan Fund - 407,143 shares $31,090,665 $38,788,536
& Research Company
* Fidelity Management Growth & Income - 1,456,405 shares 37,867,483 55,489,022
& Research Company
* Fidelity Management Low-Priced Stock - 224,735 shares 5,214,579 5,647,580
& Research Company
* Fidelity Management Dividend Growth - 225,780 shares 4,945,944 5,253,903
& Research Company
* Fidelity Management Retirement Money Market - 39,970,151 shares 39,970,151 39,970,151
& Research Company
* Fidelity Management Spartan U.S. Equity Index - 11,436,162 shares 28,389,074 50,236,961
& Research Company
* Fidelity Management U.S. Bond Index - 862,189 shares 9,168,187 9,303,014
& Research Company
Templeton Global Templeton Foreign - 520,694 shares 5,583,639 5,180,907
Advisors Limited
Warburg, Pincus Warburg-Pincus Emerging - 82,740 shares 3,008,774 3,125,075
Counsellors, Inc.
* Fidelity Brokerage Hong Kong and China Fund - 185 shares 2,002 2,041
Services, Inc.
* Fidelity Brokerage Southeast Asia Fund - 226 shares 2,000 2,070
Services, Inc.
* Fidelity Brokerage Select Energy Fund - 1,293 shares 33,538 27,353
Services, Inc.
* Fidelity Brokerage Select Natural Gas Fund - 677 shares 10,000 8,984
Services, Inc.
* Fidelity Brokerage Select Energy Services - 2,167 shares 76,359 65,991
Services, Inc.
* Fidelity Brokerage Latin America Fund - 180 shares 3,000 3,091
Services, Inc.
* Fidelity Brokerage Small Cap Stock Fund - 1,218 shares 21,113 19,396
Services, Inc.
* Fidelity Brokerage Interest Bearing Cash - 239,446 shares 239,446 239,446
Services, Inc.
* Participant Loans Secured by account balances 6,286,327 6,286,327
------------ ------------
Total Investments $171,912,281 $219,649,848
------------ ------------
------------ ------------
</TABLE>
* Party-in-interest as defined by ERISA.
15
<PAGE>
<TABLE>
<CAPTION>
APL LIMITED SMART PLAN Schedule II
PLAN SPONSOR EIN: 94-2911022
PLAN NUMBER: 002
Line 27d - Schedule of Reportable Transactions
For the Year Ending December 31, 1997
(c) (d) (e) (f)
(a) (b) Transactions Purchase Selling Lease Expense
Identity Description Bought Sold Price Price Rental Incurred
- ----------------------- --------------------------------------- ---------- ----------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
* Fidelity Management Magellan Fund 242 8,733,559 - -
& Research Company 225 13,409,937 - -
* Fidelity Management Growth & Income 242 13,400,881 - -
& Research Company Fund 216 14,934,515 - -
* Fidelity Management Retirement Money 238 30,648,018 - -
& Research Company Market Portfolio 245 25,840,740 - -
* Fidelity Management Spartan U.S. 236 12,488,391 - -
& Research Company Equity Index 211 14,113,231 - -
* APL Limited APL Limited 192 2,102,399 - -
Common Stock 187 14,715,228 - -
(g) (h) (i)
(a) Cost of Current Net
Identity Asset Value Gain/Loss
- ----------------------- ---------- ---------- ---------
<S> <C> <C> <C>
* Fidelity Management 8,733,559 8,733,559 -
& Research Company 11,425,753 13,409,937 1,984,184
* Fidelity Management 13,400,881 13,400,881 -
& Research Company 11,207,916 14,934,515 3,726,599
* Fidelity Management 30,648,018 30,648,018 -
& Research Company 25,840,740 25,840,740 -
* Fidelity Management 12,488,391 12,488,391 -
& Research Company 10,203,832 14,113,231 3,909,399
* APL Limited 2,102,399 2,102,399 -
9,440,497 14,715,228 5,274,731
</TABLE>
* Party-in-interest as defined by ERISA.
16
