<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
American Power Conversion Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
029066 10 7
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Power Conversion Corporation
Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
5 SOLE VOTING POWER
0 (See Item 4(c))
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
4,844,774 (See Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
4,844,774
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,844,774
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12 TYPE OF REPORTING PERSON *
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
Item 1(a). Name of Issuer: American Power Conversion Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
P.O. Box 278, 132 Fairgrounds Road, West Kingston,
Rhode Island 02892
Item 2(a). Name of Person Filing: American Power Conversion
Corporation Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if None, Residence:
American Power Conversion Corporation, P.O. Box 278,
132 Fairgrounds Road, West Kingston, Rhode Island 02892
Item 2(c). Citizenship: Not Applicable
Item 2(d). Title of Class of Securities: Common Stock, $.01
par value per share
Item 2(e). CUSIP Number: 029066-10-7
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered
under Section 15 of the Securities Exchange
Act of 1934 (the "Act").
(b) [ ] Bank as defined in
Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined
in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered
under Section 8 of the Investment Company Act
of 1940.
(e) [ ] Investment Advisor registered
under Section 203 of the Investment Advisers
Act of 1940.
(f) [ X ] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F) of the Act.
(g) [ ] Parent Holding Company, in
accordance with Rule 13d-1(b)(ii)(G) of the
Act.
(h) [ ] Group, in accordance with
Rule 13d-1(b)(1)(ii)(H) of the Act.
Not Applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: 4,844,774 shares.
(b) Percent of Class: 5.1% (based on the 95,199,000
shares of Common Stock reported to be outstanding
on November 6, 1997 in the Quarterly Report on
Form 10-Q of American Power Conversion Corporation
for the quarter ended September 28, 1997).
3
<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares
(ii) shared power to vote or to direct the vote:
4,844,774 shares
(iii) sole power to dispose or direct the disposition of:
0 shares
(iv) shared power to dispose or to direct the disposition of:
4,844,774 shares
The American Power Conversion Corporation Employee Stock
Ownership Plan Trust (the "Trust") was established pursuant to
the American Power Conversion Corporation Amended and Restated
Employee Stock Ownership Plan (the "ESOP"). Under the terms of
the ESOP, the Trustees must vote the allocated shares held in the
ESOP in accordance with the instructions of the participating
employees. Any shares with respect to which voting instructions
have been sought but have not been timely received are not voted
by the Trustees. Any shares with respect to which the Trustees
have the power to vote, but which have not been allocated to the
accounts of any participant, may be voted by the Trustees in the
same proportion as the Trustees are directed to vote the stock
with respect to which instructions have been received up to
twenty-four hours before commencement of any shareholder's
meeting. As of December 31, 1997, 4,844,774 shares had been
allocated to participants' accounts and no shares were
unallocated.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Of the 4,844,774 shares reported as beneficially owned
by the ESOP on this form, 4,844,774 shares have been
allocated or are available for allocation to the
accounts of certain employees and former employees of
American Power Conversion Corporation in the ESOP.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
4
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
AMERICAN POWER CONVERSION
CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN TRUST
February 13, 1998 By: /s/ Rodger B. Dowdell, Jr.
--------------------------------
Rodger B. Dowdell, Jr., a Trustee
5
