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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000721/0000950131-00-004428/0000950131-00-004428.txt : 20000920
<SEC-HEADER>0000950131-00-004428.hdr.sgml : 20000920
ACCESSION NUMBER:		0000950131-00-004428
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000717
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000721

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPLIED POWER INC
		CENTRAL INDEX KEY:			0000006955
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3590
]		IRS NUMBER:				390168610
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0831
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-11288
			FILM NUMBER:		676357
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		N22 W23685 RIDGEVIEW PARKWAY WEST
				CITY:			WAUKESHA
				STATE:			WI
				ZIP:			53188-1013
				BUSINESS PHONE:		4147839279
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		PO BOX 325
					CITY:			MILWAUKEE
					STATE:			WI
					ZIP:			53201
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	APPLIED POWER INDUSTRIES INC
						DATE OF NAME CHANGE:	19730123
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   Form 8-K

                                CURRENT REPORT



                      PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): July 17, 2000



                                   APW LTD.
            (Exact name of Registrant as specified in its charter)


          Bermuda                        1-15851              04-2576375
(State or other jurisdiction         (Commission File      (I.R.S. Employer
   of incorporation)                      Number)           Identification No.)


                       N22 W23685 Ridgeview Parkway West
                        Waukesha, Wisconsin  53188-1013

          Mailing address:  P.O. Box 325, Milwaukee, Wisconsin 53201
              (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (262) 523-7600
<PAGE>

Item 5.   Other Events.

          A.   APW Ltd.'s Adoption of the Shareholder Rights Plan

          At the APW Ltd. Board meeting on July 17, 2000, the Board adopted a
Shareholder Rights Plan.

          The Board of Directors of APW declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock on
July 21, 2000. Each Right entitles the registered holder to purchase from the
Company one one-ten thousands of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the
Company at a price of $225.00 per one one-ten thousands of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and Firstar Bank N.A., as Rights Agent (the "Rights Agent").

                               TRIGGERING EVENTS

          Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (subject
to certain exceptions) (an "Acquiring Person") have acquired beneficial
ownership of 15% or more of the outstanding Common Stock or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding Common Stock
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificates with a copy
of this Summary of Rights attached thereto.

          The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As
<PAGE>


soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.

          The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 17, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.

                             Adjustment Provisions

          The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-ten thousands of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

          The number of outstanding Rights and the number of one one-ten
thousands of a Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.

                       Dividends, Liquidation and Voting
<PAGE>

          Preferred Shares purchasable upon exercise of the Rights are not
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 10,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share plus an amount equal to
accrued and unpaid dividends thereon but will be entitled to an aggregate
payment of 10,000 times the payment made per Common Share. Each Preferred Share
will have 10,000 votes, voting together with the Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which Common Stock
are exchanged, each Preferred Share will be entitled to receive 10,000 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.

          Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-ten thousands interest in a
Preferred Share purchasable upon exercise of each Right hold approximate the
value of one Common Share.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a Shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

                              Flip-Over Provision

          In the event that (i) any person becomes an Acquiring Person or (ii)
during such time as there is an Acquiring Person, there shall be a
reclassification of securities or a recapitalization or reorganization of the
Company or other transaction or series of transactions involving the Company
which has the effect of increasing by more than 1% the proportionate share of
the outstanding shares of any class of equity securities of the Company or any
of its subsidiaries beneficially owned by the Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Stock having a
market value of two times the exercise price of the Right. In the event that,
after a person or a group has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold or transferred (subject to
certain exceptions), proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of Class A
common stock of the acquiring company
<PAGE>

which at the time of such transaction will have a market value of two times the
exercise price of the Right.

          At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or more
of the outstanding Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).

                             Redemption Provisions

          At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Stock, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $0.0001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

                              Amendment Provisions

          The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights.

          B.   Adoption of Option Plans and Grant of Options

          In other actions, the Board approved the APW Ltd. 2000 Stock Option
Plan and the APW Ltd. Outside Directors' Plan in the form attached as exhibits
to the Information Statement and the Company's current shareholder has consented
to the adoption of such Plans.

          The Board also approved performance grants to approximately 106
employees of APW Ltd. and its subsidiaries totaling 2,307,000 shares.

          Under the terms of this grant these options only become exercisable if
(1) the price of the APW Ltd. common stock reaches $80 per share within three
years of the date of the grant or (2) the employee remains employed seven years
after the date of grant. This grant is designed to incentivize the employees to
increase the
<PAGE>

value of the common stock and completely align shareholders and employees
interests.

          The APW Ltd. executives named in the Information Statement received
the following grants: Mr. Sim 750,000, Mr. Albrecht 200,000, Mr. Boel 200,000,
Mr. Lower 60,000 and Mr. Carroll 30,000. The options will be priced based upon
the APW Ltd. Common Stock July 27, 2000 when issued trading price.

Item 7.   Financial Statements and Exhibits.

(c)  Exhibits:

          See Exhibit Index following the Signature page of this report, which
          is incorporated herein by reference.

          (i)  Press release dated July 19, 2000.
<PAGE>

                                   SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                    APW LTD.
                                    (Registrant)


Date: July 20, 2000                 By: /s/ Richard D. Carroll
                                       ------------------------------
                                    Richard D. Carroll
                                    Vice President  - Finance
                                    (Acting Principal Financial Officer and duly
                                    authorized to sign on behalf of the
                                    Registrant)
<PAGE>

                                   APW INC.
                              (the "Registrant")
                         (Commission File No. 1-15851)

                                 EXHIBIT INDEX
                                      to
                            FORM 8-K CURRENT REPORT
                              Dated July 17, 2000



Exhibit                                       Filed
Number         Description                    Herewith
- ------         -----------                    --------

  99.1         APW Ltd.
               Press Release                     X
               dated July 19, 2000

  99.2         APW Ltd.
               Press Release
               dated July 19, 2000               X
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>APW PRESS RELEASE DATED JULY 19, 2000
<TEXT>

<PAGE>

APW Ltd. Board Approves Stock Option Plan

WAUKESHA, Wis.--(BUSINESS WIRE)--July 19, 2000--APW Ltd. (NYSE: APW - news)
announced today that its Board of Directors has approved the APW Ltd. 2000 Stock
Option Plan and under this plan, management has been granted certain options
that are unique and require high performance by the APW leadership team to
realize value.

Under the terms of the performance option grants, 106 employees of APW Ltd. will
be awarded options. The options will be priced based on the closing price of APW
Ltd. common stock on the fourth "when-issued" trading day, which will be July
27, 2000. The options will vest if the common stock of APW Ltd. reaches $80 per
share within three years and the individual is still employed with APW Ltd.
Alternatively, the options vest in seven years following date of grant if the
individual is still employed with APW Ltd.

"We firmly believe that the interests of our shareholders are enhanced when the
business leadership team is committed to and rewarded by driving the growth of
APW. APW Ltd. has numerous market opportunities that present great potential for
our highly dedicated, motivated leadership team. We believe this special option
grant will be very important in driving APW's future success. We are committed
to creating value for our shareholders and team members while continuing to
deliver value to our customers every day", said Richard G. Sim, Chairman, Chief
Executive Officer and President of APW Ltd.

About APW Ltd.

APW Ltd., a Bermuda corporation, operates in over 45 locations throughout North
America, Europe and Asia. APW Ltd. provides design services and manufacturing of
integrated electronic enclosure systems including enclosures, power supplies,
thermal management systems, backplanes and cabling either as stand along
products or as an integrated custom system provided with product design, supply
chain management and assembly and test services. These products and services are
focused primarily to meeting the needs of OEMs in the rapidly growing
communications, computing and internet markets.

Safe Harbor Statement

Certain of the above comments represent forward-looking statements made pursuant
to the provisions of the Private Securities Litigation Reform Act of 1995.
Management cautions that these projections are based on current estimates of
future performance and are highly dependent upon a variety of factors, which
could cause actual results to differ from these estimates. Applied Power's
results are also subject to general economic conditions, continued market
acceptance of the Company's new product introductions, the successful
integration of recent acquisitions, operating margin risk due to competitive
pricing, foreign currency fluctuations and interest rate risk.
- ------------------
Contact:

     APW Ltd.
     Susan Hrobar, 262/523-7775
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>APW PRESS RELEASE DATED JULY 19, 2000
<TEXT>

<PAGE>

APW Ltd. Adopts Shareholder Rights Plan

WAUKESHA, Wis.--(BUSINESS WIRE)--July 19, 2000--APW Ltd. (NYSE:APW - news)
announced today that its Board of Directors has adopted a Shareholder Rights
Plan. The adoption of the Shareholder Rights Plan is not in response to any
known effort to acquire control of the Company.

"The adoption reflects our favorable view towards the value of APW. We believe
this Shareholder Rights Plan will serve the best interests of our shareholders.
If we are confronted with unfavorable takeover tactics or attempts to acquire
control of the Company at an inadequate price," said Richard Sim, Chairman,
Chief Executive Officer and President of APW Ltd. Similar to over 2,000 other
companies, APW Ltd. has adopted a Shareholder Rights Plan to assure that any
acquisition or change in control of the Company would take place under
circumstances in which our Board of Directors can secure the best available
transaction for all shareholders.

"This plan is not intended to prevent the acquisition of the Company on terms
that are in the best interests of all shareholders," Sim continued. "The mere
granting of the Rights will not deter any prospective buyer willing to negotiate
with our Board of Directors or make any offer for all shares at a fair price."

Under the Shareholder Rights Plan, APW Ltd. shareholders of record as of July
21, 2000, will be granted a dividend of one common stock purchase right for each
outstanding share of APW Ltd. common stock. Subject to the terms of the
Shareholder Rights Plan, each Right entitles the registered holder to purchase
one ten-thousandth of a share of preferred stock at an exercise price of
$225.00. Until Rights become exercisable, outstanding APW Ltd. stock
certificates will represent both shares of APW Ltd. common stock and Rights. No
separate certificate will be issued for the Rights at this time. Rights will
trade with the shares of APW Ltd. common stock until such time as they might
become exercisable.

Rights would generally become exercisable 10 business days after any person or
group has acquired, commenced or announced its intention to commence a tender or
exchange offer to acquire 15% or more of APW Ltd. common stock.

If Rights become exercisable, holders of each Right, other than the acquiring or
adverse person, will have the right, upon payment of the exercise price, to
purchase the number of shares of APW Ltd. common stock which, at that time, have
a market value of two times the exercise price of a Right. If the Rights become
exercisable, the APW Ltd. Board of Directors may also exchange Rights, other
than those held by the acquiring person or adverse person, in whole or in part,
at an exchange ratio of one share of APW Ltd. common stock per Right.

At any time after a person or group acquires 15% or more of APW Ltd. common
stock, if APW Ltd. is acquired in a merger or other business combination or 50%
or more of its consolidated assets or earning power is sold, Rights holders
other than the acquiring person or group will have the right, upon payment of
the exercise price, to purchase that number of shares of common stock of the
acquirer or that the number of shares that have a market value equal to two
times the exercise price of a Right.

Rights will expire on July 17, 2010. Details of the Rights distribution are
contained in a "Summary of Rights" which will be mailed to all APW Ltd.
shareholders of record as of July 21, 2000.

For further information contact:

APW Ltd.

Susan Hrobar, Vice President, 262-523-7775

www.apw1.com
- ------------

About APW Ltd.

APW Ltd., a Bermuda corporation, operates in over 45 locations throughout North
America, Europe and Asia. APW Ltd. provides design services and manufacturing of
integrated electronic enclosure systems including enclosures, power supplies,
thermal management systems, backplanes and cabling either as stand along
products or as an integrated custom system provided with product design, supply
chain management and assembly and test services. These products and services are
focused primarily to meeting the needs of OEMs in the rapidly growing
communications, computing and internet markets.

Safe Harbor Statement

Certain of the above comments represent forward-looking statements made pursuant
to the provisions of the Private Securities Litigation Reform Act of 1995.
Management cautions that these projections are based on current estimates of
future performance and are highly dependent upon a variety of factors, which
could cause actual results to differ from these estimates. Applied Power's
results are also subject to general economic conditions, continued market
acceptance of the Company's new product introductions, the successful
integration of recent acquisitions, operating margin risk due to competitive
pricing, foreign currency fluctuations and interest rate risk.
- -------------------
Contact:

     APW Ltd.
     Susan Hrobar, 262/523-7775
     www.apw1.com
     ------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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