8-K

                       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): May 16, 2002

                                    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.)

                                 Clarendon House
                                 2 Church Street
                                 P.O. Box HM 666
                             Hamilton HM CX Bermuda

                        N22 W23685 Ridgeview Parkway West
                         Waukesha, Wisconsin 53188-1013

               (Address of principal executive offices) (Zip code)

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



Item 3.  Bankruptcy or Receivership.

On May 16, 2002, APW Ltd., a Bermuda company (the "Company"), filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court") (Case No.02-12335). The proceeding
involves only APW Ltd., the Bermuda Company, and Vero Electronics, Inc., a
non-operating entity and subsidiary of the Company (Case No.02-12334). All other
subsidiaries of the Company are excluded from the proceeding and will continue
to conduct business with customers and suppliers in the ordinary course. The
Company will continue to manage its properties and will operate its businesses
as a "debtor-in-possession" ("DIP") under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code.

Concurrent with the Chapter 11 filing, the Company entered into a new $110
million DIP credit facility. The DIP facility will automatically convert to a
revolving credit facility upon the Company's emergence from the Chapter 11
proceeding.

A copy of the Company's press release concerning these matters is included as an
exhibit to this report.

Item 7.  Exhibits

Please see exhibit page which is incorporated by reference herein.

                                       1



                                    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: May 17, 2002                    By: /s/ Richard D. Carroll
                                          -----------------------
                                          Richard D. Carroll
                                          Vice President and Chief
                                          Financial Officer
                                          (Duly authorized to sign on behalf
                                          of the Registrant)

                                      S-1



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

                                  EXHIBIT INDEX
                                       to
                             FORM 8-K CURRENT REPORT
                          Date of Report: May 16, 2002


Exhibit                                                                Filed
Number                       Description                             Herewith

Exhibit 99.1    Press release issued by APW Ltd. on May 16, 2002.       X

                                      E-1

EX-99.1

                                                                    Exhibit 99.1
[apw logo]
FOR IMMEDIATE RELEASE
Contacts:  APW Ltd.
           Mike Gasick
           262-523-7631

                    APW LTD. ANNOUNCES CREDITORS' AGREEMENTS
                      TO RECAPITALIZE ITS BALANCE SHEET AND
                   APPROVAL OF NEW $110 MILLION LINE OF CREDIT

- -------------------------------------------------------------------------------

     St. Michael, Barbados, May 16, 2002 - APW Ltd. (OTC BB: APWLF), announced
today that its current lenders have overwhelmingly, 94% in amount and 90% of the
lenders, voted in favor of a prepackaged plan of reorganization. Pursuant to the
plan, $685 million of debt would be reduced to $100 million of secured term debt
with the balance of $585 million converted into equity. In order to effect the
plan, APW Ltd has commenced a voluntary, prepackaged proceeding under chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York. The voluntary proceeding involves only the APW Ltd.
holding company and Vero Electronics, Inc., another non-operating entity. All
other subsidiaries of APW Ltd. are excluded from the proceeding and continue
with normal operations. This structured process is intended to protect APW
Ltd.'s customers, suppliers and employees from adverse effects of the
recapitalization process.

     Concurrent with the filing, a new $110 million Debtor-in-Possession (DIP)
credit facility received interim approval. This credit facility will provide
more than adequate liquidity to support APW Ltd.'s global operations. The DIP
facility will automatically convert to a revolving credit facility upon the
holding company's emergence from the Chapter 11 proceeding.

     Richard Sim, Chairman, President and Chief Executive Officer of the Company
commented, "We are pleased with the recapitalization agreement and the
confidence that our creditors have in the future of APW Ltd. The chapter 11
filing of the holding company is the most practical and efficient way to
expedite implementation of the recapitalization."

     Sim continued, "In December 2001 we committed to seeking a solution to our
debt leverage in the first half of calendar year 2002. This recapitalization
agreement is the best outcome of a careful and deliberate process. APW's sales
have been growing modestly each



month since December 2001. APW Ltd. is now positioned to build on the wide array
of strong customer relationships that have been fostered over the past few
years. I would like to take this opportunity to thank our employees, customers
and suppliers for their continued support during this downturn. With this
balance sheet fix in place, APW has a bright future."

     Additional communications to shareholders, customers, suppliers and
employees relating to this announcement can be found at www.apw.com.

About APW Ltd.
- --------------

     APW Ltd. is a Technically Enabled Manufacturing Services "TEMS" company
that designs and manufactures large, complex infrastructure products for OEMs in
the communications, large enterprise hardware and Internet markets.

     APW Ltd. has particular skills in the areas of designing and manufacturing
enclosures, thermal management, power supplies and backplanes; as well as core
competencies in product and system design, integration and supply chain
management. APW Ltd. operates in approximately 30 locations throughout North
America, South America, Europe and Asia.

     For further information contact:
     APW Ltd.
     Mike Gasick, Treasurer
     262-523-7631
     www.apw.com
     -----------

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 statements 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. APW Ltd.'s results
are also subject to general economic conditions, market conditions in the
computer, semiconductor, telecommunications, and electronic industries in North
America, South America, Europe and Asia, the impact of events occurring
September 11, 2001, continued market acceptance of APW Ltd.'s existing products
and new product introductions, competitive product and pricing pressures,
foreign currency risk, interest rate risk, APW Ltd.'s ability to access capital
markets and the outcome of APW Ltd.'s Chapter 11 proceeding. See our Form 10-K
and Form S-3 for further information on risk factors.