-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CmgnPFtq/UiPbHDD4ECtxyKZ80+oPB731KkIW+Qo47on8Oj/fGbnW2tpRwIZUER+ DNaapi+0WjofK2/WOpYpeQ== 0000835910-99-000005.txt : 19990217 0000835910-99-000005.hdr.sgml : 19990217 ACCESSION NUMBER: 0000835910-99-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN POWER CONVERSION CORPORATION CENTRAL INDEX KEY: 0000835910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 042722013 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-40107 FILM NUMBER: 99538479 BUSINESS ADDRESS: STREET 1: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 BUSINESS PHONE: 4017895735 MAIL ADDRESS: STREET 1: 132 FAIRGROUNDS ROAD CITY: WEST KINGSTON STATE: RI ZIP: 02892 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN POWER CONVERSION CORP EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001055461 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 BUSINESS PHONE: 4017895735 MAIL ADDRESS: STREET 1: 132 FAIRGROUNDS ROAD CITY: WEST KINGSTON STATE: RI ZIP: 02892 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* American Power Conversion Corporation (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 029066 10 7 (CUSIP Number) 12/31/98 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). PAGE 1 OF 5 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) American Power Conversion Corporation Employee Stock Ownership Plan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 4,731,788 (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH: 8 SHARED DISPOSITIVE POWER 4,731,788 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,731,788 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) EP PAGE 2 OF 5 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: (b) Percent of Class: 4.9% (based on the 95,715,000 shares of Common Stock reported to be outstanding on November 6, 1998 in the Quarterly Report on Form 10-Q of American Power Conversion Corporation for the quarter ended September 27, 1998). (c) Number of shares as to which such person has: PAGE 3 OF 5 (i) sole power to vote or to direct the vote: 0 shares (ii) shared power to vote or to direct the vote: 4,731,788 shares (iii) sole power to dispose or direct the disposition of: 0 shares (iv) shared power to dispose or to direct the disposition of: 4,731,788 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, 1998, of the 4,731,788 held by the ESOP, approximately 4,660,375 shares had been allocated to participants' accounts and 71,413 shares remained unallocated. Allocations are not calculated until the second quarter of each fiscal year for the applicable period. As a result, such numbers may be subject to adjustment as appropriate. 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. As of December 31, 1998, of the 4,731,788 held by the ESOP, approximately 4,660,375 shares had been allocated to participants' accounts and 71,413 shares remained unallocated. Allocations are not calculated until the second quarter of each fiscal year for the applicable period. As a result, such numbers may be subject to adjustment as appropriate. 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 PAGE 4 OF 5 SIGNATURE 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 9, 1999 /s/ Rodger B. Dowdell, Jr. _________________________________ Rodger B. Dowdell, Jr., a Trustee PAGE 5 OF 5 -----END PRIVACY-ENHANCED MESSAGE-----