-----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, Jh5EmtIPqD0l4cnXSII8TMVk2SbHzvEuxpixyvrLSpE9mNfmip2x4BeCRMqXVjti 9x9TYuZ7WsfpXGUAbpHLSg== 0000725457-96-000008.txt : 19960618 0000725457-96-000008.hdr.sgml : 19960618 ACCESSION NUMBER: 0000725457-96-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951229 FILED AS OF DATE: 19960617 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PRESIDENT COMPANIES LTD CENTRAL INDEX KEY: 0000725457 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 942911022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08544 FILM NUMBER: 96581737 BUSINESS ADDRESS: STREET 1: 1111 BROADWAY CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 4152718000 10-K/A 1 AMENDMENT 3 TO FORM 10-K FOR 1995 FOR APC ______________________________________________________________________________ ______________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 3 (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 29, 1995 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 ______________________________________________________________________________ ______________________________________________________________________________ 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 American President Profit Sharing Plan for the plan year ended December 31, 1995, including Exhibit 23.1, Consent of Independent Public Accountants. 23.1 Consent of Independent Public Accountants, filed as part of Exhibit 99.1. SIGNATURES 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 14, 1996 EX-99.1 2 EXHIBIT 99.1 TO FORM 10-K/A AMENDMENT 3 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, 1995 AMERICAN PRESIDENT PROFIT-SHARING 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) ______________________________________________________________________________ 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 Exhibits: 10.1 * Copy of the American President Profit-Sharing 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 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 American President Profit-Sharing Plan (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. 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. As further disclosed in Note 6 to the financial statements, the Plan was terminated effective June 3, 1995. 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, 1995 and 1994, and the changes in its net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Arthur Andersen LLP San Francisco, California May 7, 1996 American President Profit-Sharing Plan Statement of Net Assets Available for Benefits As of December 31, _________________________________ 1995 1994 ________ ________ ASSETS Investment in Master Trust, at Fair Value $203,741 $2,768,995 Receivables from American President Companies, Ltd.: Employer Contribution - 145,120 Employee Contribution - 9,134 __________ __________ 203,741 154,254 __________ __________ TOTAL ASSETS 203,741 2,923,249 __________ __________ LIABILITIES - - __________ __________ NET ASSETS AVAILABLE FOR BENEFITS $203,741 $2,923,249 ========== ========== The accompanying notes are an integral part of these statements. American President Profit-Sharing Plan Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, _______________________________ 1995 __________ ADDITIONS: Contributions: Employer $ 157,895 Participants 194,334 Net Investment Gain from Master Trust 210,727 __________ TOTAL ADDITIONS 562,956 DEDUCTIONS: Benefits paid to Participants 1,586,780 Assets Transferred to Burlington Motor Carriers, Inc. 1,693,403 Administrative Expenses 2,281 __________ TOTAL DEDUCTIONS 3,282,464 __________ NET DECREASE (2,719,508) Net Assets Available for Benefits: Beginning of Year 2,923,249 __________ End of Year $ 203,741 ========== The accompanying notes are an integral part of these statements. American President Profit-Sharing 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 provision may be found in the Plan document. General The American President Profit-Sharing 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 (previously known as American President Companies, Ltd.) (the "company"). Trustee The Plan trustee is Fidelity Management Trust Company. Participation Employees of the participating companies designated by the company as a driver or driver-trainer are eligible to participate in the Plan, except employees covered by a collective bargaining agreement, nonresident aliens 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 The company adopted amendments to the Plan discontinuing all contributions as of June 3, 1995, and terminating the Plan as of that date. Prior to such plan termination, participants could contribute salary deferrals to the Plan in one percent increments up to 6% of their compensation as defined. However, these salary deferrals could not exceed $9,240 in 1995. In addition, participants could make after-tax contributions, provided that the total of salary deferrals and after-tax contributions did not exceed 9% of compensation. A participant's earnings covered by the Plan was limited to $150,000 in 1995. Employee contributions were matched 50% by the participating companies up to a maximum of 1 1/2% of the participant's compensation. Also, the participating companies would make a basic annual contribution equal to 3% of the participant's compensation, as defined in the Plan, for such plan year. For the Plan year commencing January 1, 1995, the company made a final basic contribution equal to 3% of eligible compensation, which was allocated among eligible participants as of June 3, 1995. American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION (continued) The companies could make discretionary contributions, as determined by the company's Board of Directors, which would then be allocated proportionately to each participant. There were no discretionary contributions during the year ended December 31, 1995. Vesting Employee and employer contributions are immediately fully vested. Investment Options 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, the Asset Manager Growth, the Asset Manager Income, the APC 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 APC 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 American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION (continued) 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 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. Up to 20% of this fund may also be 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 at least 25% of the fund's total assets in debt securities of any quality and in repurchase agreements. 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 18% of the fund. 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. Common stocks made up approximately 70% of the fund with foreign investments totaling 31%. The fund earns dividends daily, and the dividends are posted to the participant's account in the last month of American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION (continued) 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 short-term instruments which totaled 36% of the fund. Foreign investments totaled 8% of the fund. 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. The APL Limited Stock Fund consists entirely of shares of the company's Common Stock ("Common Stock"). 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 the prime rate of the Chase Manhattan Bank, N.A. 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. 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 matching contributions are deposited as soon as reasonably practicable after the amount is determined. Company basic contributions are paid to the trustee not later than the last day for filing the company's federal income tax return for the taxable year within which the Plan year ends. Termination of the Plan As discussed in Note 6, the Plan has been terminated. 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. American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. 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, 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. American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS The following is a summary of the Plan's investment in the Master Trust: American President American President Profit-Sharing Companies,Ltd. SMART Total Plan Plan Master Trust _________________________________________________________ Plan Investment in the Master Trust at December 31, 1995 $203,741 $182,117,387 $182,321,128 ========== ============ ============ Percentage of Total 0.1% 99.9% 100% ========== ============ ============ Plan Investment in the Master Trust at December 31, 1994 $2,768,995 $141,632,620 $144,401,615 ========== ============ ============ Percentage of Total 2% 98% 100% ========== ============ ============ American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT IN MASTER TRUST (continued) The following are summary financial statements of the Master Trust: Statement of Net Assets of the Master Trust December 31, 1995
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 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 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 ========== =========== =========== =========== =========== ===========
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 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 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 ========== ========== ========= ========== ========== ===========
Statement of Net Assets of the Master Trust December 31, 1994
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 Investments at Fair Value: Common Stock Investments in Stock and Bond Mutual Funds $7,266,519 $24,505,252 $24,638,706 $28,830,549 $2,679,115 Money Market Mutual Fund $33,323,975 Loans to Participants __________ ___________ ___________ ___________ ___________ __________ Total Investments 7,266,519 24,505,252 33,323,975 24,638,706 28,830,549 2,679,115 Liabilities - - - - - - __________ ___________ ___________ ___________ ___________ ___________ Net Assets at December 31, 1994 $7,266,519 $24,505,252 $33,323,975 $24,638,706 $28,830,549 $2,679,115 ========== =========== =========== =========== =========== ==========
Statement of Net Assets of the Master Trust December 31, 1994
Fidelity Funds ______________________________________ Asset Asset APL Limited Asset Manager Manager Stock Loan Manager Growth Income Fund Fund Total Investments at Fair Value: Common Stock $10,431,852 $10,431,852 Investments in Stock and Bond Mutual Funds $1,778,098 $2,109,533 $299,876 92,107,648 Money Market Mutual Fund 33,323,975 Loans to Participants $8,538,140 8,538,140 __________ __________ _________ ___________ __________ ___________ Total Investments 1,778,098 2,109,533 299,876 10,431,852 8,538,140 144,401,615 Liabilities - - - - - - __________ __________ _________ ___________ __________ ___________ Net Assets at December 31, 1994 $1,778,098 $2,109,533 $299,876 $10,431,852 $8,538,140 $144,401,615 ========== ========== ========= =========== ========== ============
American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT IN MASTER TRUST (continued) Statement of Changes in Net Assets of the Master Trust for the Years Ended December 31, 1995
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 Net Assets at December 31, 1994 $7,266,519 $24,505,252 $33,323,975 $24,638,706 $28,830,549 $2,679,115 Realized Gains (26,500) 723,599 453,838 1,184,183 (23,323) Unrealized Appreciation 778,622 7,564,191 6,910,944 7,105,662 261,945 Dividend Income 836,351 1,737,931 2,353,996 108,770 Interest Income 588,805 2,014,248 Receipts from Plans 929,425 1,795,624 3,060,594 3,238,882 4,124,370 555,539 Distributions to Plans (466,948) (1,607,028) (3,297,881) (1,276,374) (2,358,042) (162,801) Asset Transfer (115,239) (160,109) (1,075,557) (117,885) (206,187) (4,140) Administrative Interfund Transfers 559,570 (61,878) 1,966,876 649,035 (465,168) (46,235) Loans to Participants (189,556) (309,938) (749,938) (615,940) (751,733) (31,003) Loan Paybacks 175,607 490,442 957,718 680,599 971,649 125,934 _____________________________________________________________________________ Net Change 2,233,786 9,271,254 2,876,060 11,661,030 11,958,730 784,686 _____________________________________________________________________________ Net Assets at December 31, 1995 $9,500,305 $33,776,506 $36,200,035 $36,299,736 $40,789,279 $3,463,801 =============================================================================
Statement of Changes in Net Assets of the Master Trust for the Years Ended December 31, 1995
Fidelity Funds __________________________________ Asset Asset APL Limited Asset Manager Manager Stock Loan Manager Growth Income Fund Fund Total Net Assets at December 31, 1994 $1,778,098 $2,109,533 $299,876 $10,431,852 $8,538,140 $144,401,615 Realized Gains (33,151) (24,538) 4,113 777,625 3,035,846 Unrealized Appreciation 259,672 399,557 42,207 (1,425,784) 21,897,016 Dividend Income 54,166 36,541 24,289 129,205 5,281,249 Interest Income 546,070 3,149,123 Receipts from Plans 231,466 367,141 157,693 1,752,775 16,213,509 Distributions to Plans (54,475) (107,786) (6,535) (597,878) (9,935,748) Asset Transfer (2,756) (1,327) (2,827) (7,376) (1,693,403) Administrative Expenses (28,079) (28,079) Interfund Transfers (308,050) (364,102) 226,881 (2,156,929) 0 Loans to Participants (20,264) (47,984) (37,592) (240,994) 2,994,942 0 Loan Paybacks 51,989 58,184 17,946 470,903 (4,000,971) 0 _________________________________________________________________________ Net Change 178,597 315,686 426,175 (1,298,453) (488,038) 37,919,513 _________________________________________________________________________ Net Assets at December 31, 1995 $1,956,695 $2,425,219 $726,051 $9,133,399 $8,050,102 $182,321,128 =========================================================================
American President Profit-Sharing Plan NOTES TO FINANCIAL STATEMENTS 4. TRANSACTIONS WITH PARTIES-IN-INTEREST The APC Stock Fund is provided by the Plan for the purpose of allowing participants to invest in the company's Common Stock. 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. 5. INCOME TAX STATUS The Internal Revenue Service has determined and informed the company by a letter dated November 20, 1995, 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. 6. TERMINATION OF PLAN On June 2, 1995, the company entered into an agreement providing for the sale of certain assets of American President Trucking Company, Ltd. ("APT") to Burlington Motor Carriers, Inc. ("BMC") effective June 3, 1995. As a result of this transaction, most participants in the Plan terminated their employment with APT and commenced employment with BMC, and their Plan accounts were transferred to the BMC Employee Retirement Savings Plan. Most of the remaining participants who terminated employment with APT and did not commence employment with BMC have had their Plan accounts distributed during 1995 in accordance with Plan provisions. With respect to plan participants who are continuing employment with an affiliate of the company, their Plan accounts were transferred to the American President Companies, Ltd. SMART Plan. The company has adopted amendments to the Plan discontinuing all contributions as of June 3, 1995, and terminating the Plan as of that date. The Plan was also amended to include the transfer of remaining Profit-Sharing Plan participant accounts into the SMART Plan as of May 31, 1996. Transferred accounts will be treated in accordance with the SMART Plan's provision concerning unclaimed benefits. EX-23.1 3 EXHIBIT 23.1 TO FORM 10-K/A AMENDMENT 3 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 7, 1996, included in this Form 10-K/A Amendment No. 3 into the company's previously filed Registration Statements on Form S-3 (File No. 33-60893) and Form S-8 (File No. 33-24847). /s/ Arthur Andersen LLP Arthur Andersen LLP San Francisco, California June 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----