APW Ltd. and Actuant Corporation Provide Cost Basis Allocation.Business Editors WAUKESHA, Wis adv. 1. Certainly; really; indeed. v. t. 1. To think; to suppose; to imagine; - used chiefly in the first person sing. present tense, I wis. See the Note under Ywis. .--(BUSINESS WIRE)--Aug. 9, 2000 This announcement provides you with the methodology for determining your tax basis in the Applied Power Inc. (Actuant Corporation) (NYSE NYSE See: New York Stock Exchange : "ATU (ADSL Transceiver Unit) A device that provides ADSL modulation of the telephone line. The device at the telco side is the ATU-C (Central), which is a line card plugged into the DSLAM. ") common stock and the APW APW All Pro Wrestling APW Altmar Parish Williamstown (School District; Parish, New York) APW Add-Printer Wizard (Microsoft Windows) APW Augmented Plane Wave APW Apparent Polar Wander Ltd. (NYSE: "APW") common stock held by you and a sample of the information that you must submit with your 2000 tax return. On July 31, 2000, Applied Power Inc. distributed to its shareholders the common stock of APW. The distribution ratio was one share of APW common stock for every outstanding share of ATU common stock. We have been advised by Weil, Gotshal & Manges LLP LLP - Lower Layer Protocol , outside tax counsel, that the distribution of APW common stock should qualify as a tax-free distribution for U.S. federal income tax purposes. (Please note that the advice of outside counsel is not binding on the Internal Revenue Service.) Accordingly, a shareholder should not recognize any gain or loss for federal income tax purposes upon receipt of APW common stock. See below for the methodology to determine your tax basis. The holding period for your APW shares should include the holding period for your ATU shares with respect to which APW shares were received (assuming that such ATU shares were held as a capital asset). TAX BASIS ALLOCATION To determine your tax basis in your existing ATU common stock and your newly received APW common stock, you must allocate the tax basis of your ATU common stock held immediately before the distribution between your ATU common stock and the APW common stock received by you in the distribution. The tax basis in your shares of ATU common stock before the distribution generally is equal to the cost of such shares, including commissions. If you acquired those shares at different times and costs you may need to make separate basis calculation for each group of shares. Please consult your tax advisor A tax advisor is a financial expert especially trained in tax law. Some countries require tax advisors to verify the balance sheets of companies above a certain size. Individuals usually require tax advisors to minimize taxation, to avoid learning the details of tax law in to determine the tax basis in ATU shares to be allocated. Based upon the average between the highest and the lowest selling prices on August 1, 2000 for ATU common stock and APW common stock, each as reported on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. Composite Tape Composite tape See: Tape composite tape A security price reporting service that includes all transactions in a security on each of the exchanges and in the over-the-counter market. , 8% of your tax basis should be allocated to your existing ATU common stock and the remaining 92% of your basis should be allocated to your newly received APW common stock. These percentages were derived by comparing the average between the highest and lowest selling price on August 1, 2000 of a share of ATU common stock with the average between the highest and lowest selling price on August 1, 2000 of a share of APW common stock. Example Assume you own 100 shares of ATU common stock with a tax basis of $2,000. You would have received 100 shares of APW common stock.
Allocation of Basis
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Number of Shares Percent of Orig. Stock Allocated Basis
Basis Basis
ATU 100 8% X 2000 = $ 160.00
APW 100 92% X 2000 = $ 1,840.00
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$ 2,000.00
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Your tax basis in your 100 shares of ATU common stock would be $160.00. Your tax basis in the 100 shares of APW common stock received by you would be $1,840.00. SAMPLE STATEMENT Federal Tax Regulations require you to sign and attach a statement setting forth certain information about the distribution of the APW common stock with your 2000 Tax Return. We are enclosing en·close also in·close tr.v. en·closed, en·clos·ing, en·clos·es 1. To surround on all sides; close in. 2. To fence in so as to prevent common use: enclosed the pasture. a sample statement that you may want to use after consulting your tax advisor. To complete the statement, you should insert in the open space the number of shares of common stock of APW you received in the distribution. TAX INFORMATION NOT TAX ADVICE The information in this letter represents our understanding of existing federal income tax law and regulations and does not constitute tax advice. It does not purport To convey, imply, or profess; to have an appearance or effect. The purport of an instrument generally refers to its facial appearance or import, as distinguished from the tenor of an instrument, which means an exact copy or duplicate. PURPORT, pleading. to be complete or to describe tax consequences that may apply to particular categories of shareholders. Shareholders should consult their tax advisors as to the particular tax consequences of the distribution under U.S. federal, state and local tax laws and foreign tax laws, including, in particular, tax basis allocation rules, and the effect of possible changes in tax laws that may affect the description set forth above. Statement of a Shareholder Receiving a Distribution of Common Stock of APW Ltd. from Applied Power Inc. - Filed Pursuant to Treasury Regulation Section 1.355-5(b) The undersigned un·der·signed adj. 1. Having signatures or a signature at the bottom or end. Used of documents. 2. Signed or having signed at the bottom or end of a document: was a shareholder that owned common shares of Applied Power Inc. as of the July 21, 2000 record date and received a distribution on July 31, 2000 from Applied Power Inc. of shares of common stock of APW Ltd., a corporation controlled by Applied Power Inc. Section 355 of the Internal Revenue Code The Internal Revenue Code is the body of law that codifies all federal tax laws, including income, estate, gift, excise, alcohol, tobacco, and employment taxes. These laws constitute title 26 of the U.S. Code (26 U.S.C.A. § 1 et seq. of 1986, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. (the "Code"), applied to the distribution. The name and addresses of the two corporations involved are :
(a) Applied Power Inc.
6101 North Baker Road
Milwaukee, WI 53209
(b) APW Ltd.
N22 W23685 Ridgeview Parkway West
Waukesha, WI 53188-1013
The undersigned surrendered no stock or securities in Applied Power Inc. in connection with the distribution. The undersigned received (insert number of shares received) whole shares of common stock of APW Ltd. in the distribution. Applied Power Inc. has received advice from outside counsel to the effect that the distribution of shares of APW Ltd. common stock should qualify as a tax-free distribution under Section 355 of the Code. ------------------------------------- Shareholder(s) Signature About APW Ltd. APW Ltd. is a technically enabled manufacturing services company that designs and manufactures large, complex infrastructure products for OEM's in the communications, computing computing - computer and Internet markets. APW Ltd. has particular skills in the areas of manufacturing enclosures, thermal management, power supplies and backplanes; as well as core competencies A core competency is something that a firm can do well and that meets the following three conditions specified by Hamel and Prahalad (1990):
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