SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
(Amendment No. 3)
Bowline Corporation
(Name of Issuer)
Arrowhead Holdings Corporation
Bowline Corporation
James Benenson, Jr.
(Name of Person(s) Filing Statement)
Common Stock
$.02 par value per share
(Title of Class of Securities)
102596-10-3
(CUSIP Number of Class of Securities)
Gerald F. Stahlecker, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, PA 19102
(215) 568-6060
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
This statement is filed in connection with the filing of solicitation materials
subject to Regulation 14A and Rule 13e-3 under the Securities Exchange Act of
1934.
Check the following box if the soliciting materials referred to above are
preliminary copies: |_|
[CONTINUED ON FOLLOWING PAGE]
No Exhibit Index appears herein
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Calculation of Filing Fee
Transaction Value* Amount of Filing Fee
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$1,512,710.76 $302.54
* The transaction value was arrived at by multiplying the $1.32 to be paid
(either in cash or, in the case of the Affiliate Exchange Stock (as defined
herein), in shares of common stock of Arrowhead Holdings Corporation) in
exchange for shares of Bowline common stock by the 1,145,993 shares of
Bowline common stock which Arrowhead Holdings Corporation does not already
directly own.
|X| Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amounts Previously Paid: $302.54
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Bowline Corporation
(4) Date Filed: February 23, 1996
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<PAGE>
This Transaction Statement (the "Statement") pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relates to
the Agreement and Plan of Merger (the "Plan") by and between Bowline Corporation
(the "Issuer"), a New York corporation, and Arrowhead Holdings Corporation
("Arrowhead"), a Delaware corporation, pursuant to which the Issuer has been
merged with and into Arrowhead (the "Merger") and all shares of the Issuer's
common stock, $.02 par value per share (the "Common Shares"), that were issued
and outstanding at the effective time of the Merger, other than the 141,419
Common Shares owned of record by Arrowhead which were cancelled in the Merger
and other than the Affiliate Exchange Stock (as hereinafter defined), were
converted into the right to receive $1.32 per share, in cash, without interest.
Each of the 732,169 issued and outstanding Common Shares beneficially owned by
Arrowhead and its affiliates is hereinafter referred to as the "Affiliate
Stock". At the effective time of the Merger, 590,750 shares of Affiliate Stock
(the "Affiliate Exchange Stock") were exchanged for shares of Arrowhead common
stock having an aggregate dollar value equal to the product of (x) the number of
shares of Affiliate Exchange Stock, and (y) $1.32. The terms and conditions of
such transaction are set forth in the Issuer's proxy statement which was
delivered in final form to shareholders of the Issuer in connection with a
special meeting thereof (the "Special Meeting") at which the Plan was voted
upon. A copy of the Issuer's proxy statement was filed as Exhibit 17(d) to
Amendment No. 2 to the Transaction Statement on Schedule 13E-3 filed with the
Commission on or about May 7, 1996. A copy of the Plan is attached thereto as
Annex A.
At the Special Meeting held on May 31, 1996, the shareholders of the Issuer
entitled to vote thereon approved the Plan and the transactions contemplated
thereby by the requisite two-thirds vote required under New York law. There were
present at the Special Meeting, either in person or by proxy, holders of 943,617
Common Shares entitled to vote. The votes were cast as follows: 892,833 Common
Shares FOR, or 69.35% of total outstanding; 50,379 Common Shares AGAINST, or
3.91% of total outstanding; and 405 Common Shares ABSTAINED, or .03% of total
outstanding. One shareholder, holding eight (8) Common Shares, notified the
Issuer of her intention to seek dissenters' rights of appraisal under New York
law. The Merger became effective upon the filing of certificates of merger with
the Secretary of State of each of Delaware and New York on May 31, 1996.
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 5, 1996 ARROWHEAD HOLDINGS CORPORATION, on its own behalf
and as successor to Bowline Corporation
By: /s/ James Benenson, Jr.
---------------------------
Name: James Benenson, Jr.
Title: Chairman of the Board and President
Dated: June 5, 1996 /s/ James Benenson, Jr.
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JAMES BENENSON, JR.
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