content: <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): February 15, 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
  
  <PAGE>
  Item 5.  Other Events.
  
  On February 15, 2002 APW Ltd. amended its Multi-Currency Credit Agreement (the
  "Credit Agreement") and Facility Agreement with the Royal Bank of Scotland (the
  "UK Facility") to provide for additional flexibility. Among other changes, the
  amendments to the Credit Agreement do the following: (i) provide that any
  interest payable under the Credit Agreement is not payable until the earlier of
  April 15, 2002 or the date any payment is made under the UK Facility; (ii) waive
  APW Ltd.'s compliance with the financial covenants of the Credit Agreement until
  April 15, 2002; and (iii) require APW to provide certain financial information
  on a monthly basis, in addition to its existing obligation to provide such
  information on a quarterly basis.
  
  Copies of the amended agreements are filed as exhibits hereto and incorporated
  by reference herein.
  
  Item 7.  Exhibits
  
  Please see exhibit page which is incorporated by reference herein.
  
                                         1
  
  <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: February 28, 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
  
  <PAGE>
  
                                      APW LTD.
                                 (the "Registrant")
                            (Commission File No. 1-15851)
  
                                    EXHIBIT INDEX
                                         to
                               FORM 8-K CURRENT REPORT
                          Date of Report: February 15, 2002
  
  
  Exhibit                                                                  Filed
  Number                     Description                                  Herewith
  
  Exhibit 4.1      Fifth Amendment to Amended and Restated                   X
                   Multicurrency Credit Agreement among APW Ltd.,
                   Various Financial Institutions, Bank One N.A.,
                   Chase Manhattan Bank and Bank of America, N.A.
  
  Exhibit 4.2      Amendment Agreement to the Facility Agreement             X
                   between APW Electronics Group plc, other Borrowers
                   under the Agreement, The Royal Bank of Scotland plc
                   and National Westminster Bank PLC
  
  
                                        E-1
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metadata_filer: {"company-data": {"conformed-name": "APW LTD", "cik": "0001111938", "assigned-sic": "5065", "irs-number": "042576375", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15851", "film-number": "02563268"}, "business-address": {"street1": "N22 W23685 RIDGEVIEW PKWY WEST", "city": "WAUKESHA", "state": "WI", "zip": "53188-1013", "phone": "2625237600"}, "mail-address": {"street1": "N22 W23685 RIDGEVIEW PKWY WEST", "city": "WAUKESHA", "state": "WI", "zip": "53188-1013"}}
text: 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): February 15, 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 5.  Other Events.
  
  On February 15, 2002 APW Ltd. amended its Multi-Currency Credit Agreement (the
  "Credit Agreement") and Facility Agreement with the Royal Bank of Scotland (the
  "UK Facility") to provide for additional flexibility. Among other changes, the
  amendments to the Credit Agreement do the following: (i) provide that any
  interest payable under the Credit Agreement is not payable until the earlier of
  April 15, 2002 or the date any payment is made under the UK Facility; (ii) waive
  APW Ltd.'s compliance with the financial covenants of the Credit Agreement until
  April 15, 2002; and (iii) require APW to provide certain financial information
  on a monthly basis, in addition to its existing obligation to provide such
  information on a quarterly basis.
  
  Copies of the amended agreements are filed as exhibits hereto and incorporated
  by reference herein.
  
  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: February 28, 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: February 15, 2002
  
  Exhibit                                                                  Filed
  Number                     Description                                  Herewith
  
  Exhibit 4.1      Fifth Amendment to Amended and Restated                   X
                   Multicurrency Credit Agreement among APW Ltd.,
                   Various Financial Institutions, Bank One N.A.,
                   Chase Manhattan Bank and Bank of America, N.A.
  
  Exhibit 4.2      Amendment Agreement to the Facility Agreement             X
                   between APW Electronics Group plc, other Borrowers
                   under the Agreement, The Royal Bank of Scotland plc
                   and National Westminster Bank PLC
  
                                        E-1