-----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, N8Ae0geyn7nJOUhF9vG+VYixBiEYg0eItcx24XT20tVY3tBsjtvaOeQrL3FDBb1f hYd/VUa4goHvP2MdMD395w== 0000922423-07-000342.txt : 20070302 0000922423-07-000342.hdr.sgml : 20070302 20070302132828 ACCESSION NUMBER: 0000922423-07-000342 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRUICKSHANK ROBERT W CENTRAL INDEX KEY: 0000928498 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CALGON CARBON CORP STREET 2: PO BOX 717 CITY: PITTSBURGH STATE: PA ZIP: 15230-0717 BUSINESS PHONE: 4127876786 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARROW INTERNATIONAL INC CENTRAL INDEX KEY: 0000886046 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 231969991 STATE OF INCORPORATION: PA FISCAL YEAR END: 1027 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43252 FILM NUMBER: 07666750 BUSINESS ADDRESS: STREET 1: 2400 BERNVILLE RD STREET 2: P O BOX 12888 CITY: READING STATE: PA ZIP: 19612 BUSINESS PHONE: 6103780131 MAIL ADDRESS: STREET 1: 2400 BERNVILLE RD STREET 2: P.O. BOX 12888 CITY: READING STATE: PA ZIP: 19612 SC 13D/A 1 kl03007.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
 
(Amendment No. 4)
 
ARROW INTERNATIONAL, INC.
(Name of Issuer)
 
Common Stock, No Par Value
(Title of class of securities)
 
042764100
(CUSIP Number)
 
Robert W. Cruickshank
494 Weed Street
New Canaan, CT 06840
(203) 966-2926
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
March 1, 2007
(Date of Event which Requires Filing
of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: o.
 
 


This Amendment No. 4, filed by Robert W. Cruickshank (the “Reporting Person”), amends the Schedule 13D filed with respect to the common stock of Arrow International, Inc. (the “Company”) by the Reporting Person with the Securities and Exchange Commission on June 15, 2006, as amended by Amendment No. 1 filed by the Reporting Person on August 2, 2006, as amended by Amendment No. 2 filed by the Reporting Person on August 14, 2006, as amended by Amendment No. 3 filed by the Reporting Person on November 15, 2006.

Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby supplemented as follows:
 
On February 26, 2008, the Company filed a Form 8-K disclosing that its Board of Directors had approved an additional postponement of the Company's 2007 Annual Meeting of Shareholders from Thursday, April 19, 2007, to Tuesday, July 17, 2007. On March 1, 2007, the Reporting Person, in his capacity as co-trustee of the Robert L. McNeil, Jr. 1983 Trust, sent a letter to the Board of Directors of the Company, challenging the second postponement of the 2007 annual meeting, made without any explanation. The new meeting date is approximately six months after the originally scheduled date, which was around the time that the Company has held its annual meeting for the past ten years. The letter suggested that the postponement is connected to the Reporting Person’s nomination of three directors for election at the annual meeting. A copy of this letter, together with a copy of a letter dated November 27, 2006, sent to the Board of Directors after the first postponement, is attached as an exhibit to this Schedule 13D.

Item 7. Exhibits.
 
Exhibit 2. Letter to the Arrow International, Inc. Board of Directors, dated November 27, 2006
 
Exhibit 3. Letter to the Arrow International, Inc. Board of Directors, dated March 1, 2007
 

 
 
 



 
SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
Date:  
March 2, 2007
 
 
 
 
                                            /s/  Robert W. Cruickshank            
 
 
                                             Robert W. Cruickshank
 

 
 
 
 
 
 
 
 EX-2 2 kl03007_ex2.htm EXHIBIT 2 LETTER Sub Company IRS Number

Exhibit 2


The Robert L. McNeil, Jr. 1983 Trust
c/o Wilmington Trust Company
1100 N. Market Street
Wilmington, DE 19890-001

 
 
                        November 27, 2006
 

 
VIA FACSIMILE, COURIER AND CERTIFIED MAIL

Board of Directors
Arrow International, Inc.
2400 Bernville Road
Reading, Pennsylvania 19605

Gentlemen:

The Robert L. McNeil, Jr. 1983 Trust understands that Arrow International, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on November 22, 2006 disclosing that the Company’s annual meeting of shareholders was being rescheduled from January 17, 2007 to April 19, 2007. The stated reason for the postponement is to allow the board additional time to consider a proposal that was recently made by the Trust to nominate three persons for election to the board of directors at the 2007 annual meeting.

We fail to understand why the nomination of three directors should occasion a three month delay in convening the annual meeting. If the Company wishes to consider the candidacy of the nominees proposed by the Trust for inclusion on the management supported slate, surely the process of consideration can be done in far less time. When my appointment as a director was proposed to the board this past summer, I promptly made myself available for an interview, following which the board rejected my candidacy, all in a space of two days. Indeed, my credentials and references have already been reviewed by the board’s nominating committee, which, I understand, had recommended that the full board approve my appointment.

The Trust is similarly prepared to make its other candidates, Mr. Pratt and Ms. Doar, available for interviews and provide their references on an expedited basis and to furnish the board as quickly as possible with any other information concerning these nominees that the board reasonably requests. Mr. Pratt was proposed for membership on the board at a recent nominating committee meeting, and the committee is already in possession of information concerning Mr. Pratt and his candidacy. Information concerning Ms. Doar can likewise be made available in short order. We therefore find it strange and suspect that the board would defer the annual meeting—and thereby cause the Company not to convene a meeting of shareholders for a period of 15 months—without any attempt to contact the Trust or the candidates so that the annual meeting could proceed with minimal or no delay.

If the board has in fact other, undisclosed motivations for delaying the annual meeting, as the extended postponement seems to suggest, then the Company’s public disclosure in Tuesday’s Form 8-K would seem seriously deficient.

As the board no doubt appreciates, Arrow is a public company, and all shareholders, collectively, are its owners. The fiduciary duties of the board are thus directed to the entire shareholder constituency and not to any one or select group of shareholders. Any action taken to entrench one or more directors—even a founding shareholder, director and former executive—or that is motivated by the
 

 
 

 
prospect of their defeat in an election contest, would be a breach of the board’s duty of loyalty to the shareholder body.

The Trust’s nominating proposal is not directed at control of the Company. If successful, the Trust’s nominees would constitute less than a third of the board, with all other directors being elected as proposed by current management. The Trust intends, as permitted under Rule 14a-4(d) of the federal proxy rules, to seek authority on its proxy card to vote for all nominees named by management, other than Messrs. Macaleer, Miller and Neag who would be ineligible to serve under the terms of the by-law amendment on age limits for directors previously proposed by the Trust. If the action of the board in delaying the annual meeting is in any way directed at protecting the board seats of these three individuals—and divesting from shareholders the opportunity to vote on whether these directors should continue to be their elected representatives—the board will have forfeited the trust of shareholders and the protections that the law generally affords to the good faith determinations of Pennsylvania directors.

We are prepared at any time to discuss these matters with the disinterested directors on the board to assure that the best interests of all shareholders are served.

            Very truly yours,
 
            The Robert L. McNeil, Jr. 1983 Trust


            By: /s/ Robert W. Cruickshank
           Mr. Robert W. Cruickshank
           Co-Trustee
 
 
 

 
 EX-3 3 kl03007_ex3.htm EXHIBIT 3 LETTER Exhibit 3 Letter

Exhibit 3

The Robert L. McNeil, Jr. 1983 Trust
c/o Wilmington Trust Company
1100 N. Market Street
Wilmington, DE 19890-001
 
 
                        March 1, 2007
 
VIA FACSIMILE, COURIER AND CERTIFIED MAIL

Board of Directors
Arrow International, Inc.
2400 Bernville Road
Reading, Pennsylvania 19605

Gentlemen:

On February 27, 2007, Arrow International, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission disclosing that the Company was delaying its annual meeting of shareholders a second time, from April 19, 2007 to July 17, 2007. This follows the Company’s announcement on November 22, 2006 that it was rescheduling the meeting from January 17, 2007, to April 19, 2007.

The stated reason for first postponement was to allow the board additional time to consider a proposal made by The Robert L. McNeil 1983 Trust to nominate three persons for election to the board of directors at the 2007 annual meeting. The Company offered no justification whatsoever for the second postponement. For the reasons we articulate below, we do not believe that this is the whole or even the true story. If, as appears to us, the delay is grounded on ulterior and impermissible motives, those of you who have voted to delay the meeting, and thereby deprive shareholders of their franchise, would be in breach of your duties of loyalty to the Company and its shareholder constituency.

In our November 27, 2006 letter to the Board, we questioned why the nomination of three directors should occasion a three month delay in convening the annual meeting. Whatever facial justification this delay may have had previously is now belied by the intervening conduct—or lack of conduct—by the Board. As far as we are aware, in the three months since the first postponement, neither the Board nor any of its committees has taken any action to consider the nominations made by the Trust. The nominees have not been contacted or scheduled for interviews, no information requests have been made of the nominees and, as far as we are aware, no background or other checks have been made with respect to their qualifications or competency. Indeed, the originally scheduled date for the annual meeting now has come and gone by over a month, without any demonstrated evidence of the alleged consideration by the Board of the Trust’s nominations.

With the pretext of delay to consider the Trust’s nominations having lost its plausibility, the Company announces a further deferral of the shareholder vote with no articulated justification whatsoever. A fundamental precept of public company disclosure is that filings and announcements must be truthful and must not contain materially misleading omissions. Shareholders may legitimately question whether the Board of Directors has been true to this principle.

The Board’s moving from what now appears to be a manufactured excuse to no excuse at all calls into doubt the Board’s candor and motivation. Not once in the last ten years has the Company delayed its annual meeting by as much as one month, yet now, with the prospect of a proxy contest in which certain incumbent directors—Messrs. Macaleer, Miller and Neag—may be ousted, the Company suddenly and repeatedly defers the annual meeting, on the basis of shifting or undisclosed pretext. We can hardly be faulted for suspecting that the true, if unspoken reason for depriving shareholders of the current opportunity to vote is to create delay in order to engineer circumstances that would spare these directors the possibility of defeat.
 

 
 
 
 
 

 
We repeat the admonitions of our November 27th letter.

·  
Arrow is a public company, and all shareholders, collectively, are its owners.

·  
The fiduciary duties of the Board are directed to the entire shareholder constituency and not to any one or select group of shareholders.

·  
Any action taken to entrench one or more directors—even a founding shareholder, director and former executive—or that is motivated by the fear of their defeat in an election contest, would be a breach of the Board’s duty of loyalty to the shareholder body.

As a substantial shareholder of the Company, we are exceedingly troubled by the conduct of the Board which appears to flout these elementary governance principles. Board members who act in violation of these principles would be well advised to consider the consequences of their conduct.


            Very truly yours,
 
            The Robert L. McNeil, Jr. 1983 Trust


            By: /s/ Robert W. Cruickshank
            Mr. Robert W. Cruickshank
            Co-Trustee

 
 
 
 
 
 
 
 
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