-----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, ExQr1Buw3hsK8+zr6RpivKVyh8H1U7SGqAVLKgUG4cNOgH+ufssIOcg4vTzG+j5Q OkjEAKTfkhSLXirYbJy34g== 0000007533-96-000008.txt : 19961001 0000007533-96-000008.hdr.sgml : 19961001 ACCESSION NUMBER: 0000007533-96-000008 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19960930 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW AUTOMOTIVE INDUSTRIES INC CENTRAL INDEX KEY: 0000007533 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 041449115 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07737 FILM NUMBER: 96637341 BUSINESS ADDRESS: STREET 1: 3 SPEEN ST CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5088723711 MAIL ADDRESS: STREET 1: 3 SPEEN STREET CITY: FRAMINGHAM STATE: MA ZIP: 01701 NT 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Notification of Late Filing Commission File Number 1-7737 (Check One): (X) Form 10-K and Form 10-KSB ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q and Form 10-QSB ( ) Form N-SAR For Period Ended: June 29, 1996 ( ) Transition Report on Form 10-K ( ) Transition Report on Form 20-F ( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q ( ) Transition Report on Form N-SAR For Period Ended: ---------------------- Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identity the Item(s) to which the notification relates: ----------------------------------------------------------------------- PART I REGISTRANT INFORMATION Full Name of Registrant: Arrow Automotive Industries, Inc. --------------------------------- Former Name if Applicable: ----------------------------------------------------------------------- Address of Principal Executive Office (Street and Number): 3 Speen Street -------------- City, State and Zip Code: Framingham, MA 01701 --------------------- PART II RULE 12b-25(b) and(c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (check appropriate box): (X) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (X) (b) The subject annual report of Form 10-K will be filed on or before the 15th calendar day following the prescribed due date; and ( ) (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached. PART III NARRATIVE The Company has been engaged in extensive discussions with its principal bank lender regarding amendments to its loan agreement with that institution and waivers of financial covenants under said agreement. Because a substantial portion of the financial and other disclosures contained in the subject report were dependent upon the terms and conditions of said amendments and waivers, the Registrant was unable to finalize such disclosures until a definitive agreement was reached with the bank, which did not occur until September 27, 1996 (the due date for the filing of the subject report). Furthermore, since the conclusion of its fiscal year ended June 29, 1996, the Registrant has been engaged in the planning and implementation of a major corporate restructuring, including, among other things, the closing of its Santa Maria, California manufacturing facility which was announced on September 26, 1996. The planning and implementation of the restructuring, combined with the negotiation and finalization of the waivers and amendments, placed extraordinary demands on the financial and administrative personnel of the Registrant. As a result of the foregoing factors, the Registrant was unable to complete in a timely fashion the preparation and filing of its Annual Report on Form 10-K for the year ended June 29, 1996. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: James F. Fagan 508 872-3711 --------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 of 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorted period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). (X) Yes ( ) No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year be reflected by the earnings statements to be included in the subject report or portion thereof? (X) Yes ( ) No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See Registrant's Earnings Release dated September 30, 1996, a copy of which is attached as exhibit 99 and incorporated herein by reference. Arrow Automotive Industries, Inc. ----------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 30, 1996 By: /s/ James F. Fagan ---------------------------- James F. Fagan, Executive Vice President, Treasurer and Chief Financial Officer EX-99 2 James F. Fagan or Kathaleen Carroll Coelho at (508) 872-3711 ARROW AUTOMOTIVE INDUSTRIES ANNOUNCES FOURTH QUARTER RESULTS, FISCAL 1996 FRAMINGHAM, Mass., September 26, 1996 -- Arrow Automotive Industries, Inc. (ASE: AI) announced operating results for its fourth quarter of fiscal year 1996, ended June 29, 1996. Sales for the current quarter were $24,502,000, compared to sales of $24,773,000 for same quarter in fiscal year 1995. Arrow sustained a net loss of $624,000, or 22 cents per share compared to net loss of $109,000 or 4 cents per share for the fourth quarter of fiscal year 1995. Year to date sales were $103,603,000 in fiscal year 1996 compared to sales of $106,574,000 in fiscal year 1995. Operating results for the current fiscal year were a net loss of $1,444,000, or 50 cents per share compared to net loss of $245,000 or 9 cents per share for the 1995 fiscal year. ARROW AUTOMOTIVE INDUSTRIES ANNOUNCES FOURTH QUARTER RESULTS, FISCAL 1996 PAGE 2 Jim L. Osment, Arrow's President, recently announced a plan to restructure the Company's operations. The Company will close its Santa Maria, California manufacturing facility whose production will be transferred to Arrow's Morrilton, Arkansas plant. Arrow will continue to operate a fully staffed, full inventory distribution center in Santa Maria, California for customers on the west coast. The consolidation of plant facilities is consistent with the Company's plan to consolidate certain administrative functions as well as the production of certain product lines. According to Mr. Osment, "these actions are being taken to enhance the operating efficiencies and financial performance of the Company." Arrow, with headquarters in Framingham, Mass., is one of the nation's largest remanufacturers of precision replacement parts for domestic and import passenger cars, light and heavy trucks, farm vehicles and off-road industrial and construction equipment. Arrow operates remanufacturing and distribution facilities in Spartanburg, S.C., Morrilton, Ark., and Santa Maria, Calif. Arrow's shares are traded on the American Stock Exchange (Symbol AI). # # # Note: Consolidated Condensed Statements of Operations attached.
(UNAUDITED) THREE MONTHS ENDED JUNE 29, JUNE 24, 1996 1995 (13 WEEKS) (13 WEEKS) NET SALES $24,502 $24,773 LOSS BEFORE TAXES (989) (128) BENEFIT FROM INCOME TAXES (365) (19) NET LOSS ($624) ($109) LOSS PER SHARE LOSS PER SHARE ($0.22) ($0.04) AVERAGE NUMBER OF SHARES OUTSTANDING 2,873,083 2,872,635
TWELVE MONTHS ENDED JUNE 29, JUNE 24, 1996 1995 (53 WEEKS) (52 WEEKS) NET SALES $103,603 $106,574 LOSS BEFORE TAXES (2,269) (348) BENEFIT FROM INCOME TAXES (825) (103) NET LOSS ($1,444) ($245) LOSS PER SHARE NET LOSS PER SHARE ($0.50) ($0.09) AVERAGE NUMBER OF SHARES OUTSTANDING 2,873,083 2,872,309
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