SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 2)
Arrow Magnolia
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
042768101
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(CUSIP Number)
Morris Swift
2646 Rodney Lane, Dallas Texas 75299 (972) 247-7111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 2001
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(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 that 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 |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
CUSIP No. SCHEDULE 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Shoreline Mirco-Cap Fund, L.P. 36-4267056
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
222 West Adams Street, Chicago, Illinois 60606-5307
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7 SOLE VOTING POWER
209,700
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 209,700
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. SCHEDULE 13D Page 3 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard P. Kiphart SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF and WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
282,300 shares including 209,700 shares reported by
Shoreline Micro-Cap Fund I, L.P. above and 72,600 owned
individually by Mr. Kiphart.
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 282,300 shares including 209,700 shares reported by
WITH Shoreline Micro-Cap Fund I, L.P. above and 72,600 owned
individually by Mr. Kiphart.
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,300 shares including 209,700 shares reported by Shoreline Micro-Cap
Fund I, L.P. above and 72,600 owned individually by Mr. Kiphart.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to common stock of Arrow Magnolia International
Inc. (the "Company"). The principal executive offices of the Company are located
at 2646 Rodney Lane, Dallas, Texas 75299.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Shoreline Micro-Cap Fund I, L.P.,
an Illinois limited partnership (the "Fund") and Richard P. Kiphart, the
General Partner of the Fund.
(b) The business address of the Fund is as follows:
Shoreline Micro-Cap Fund I, L.P.
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
The business address of Mr. Kiphart is as follows:
Richard P. Kiphart
c/o William Blair and Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
(c) The Fund was formed for the purposes of making investment in micro-cap
companies. Mr. Kiphart is the General Partner of the Fund and is a
principal and member of the Executive Committee of William Blair and
Company, L.L.C. , where he leads the firm's Corporate Finance Department.
(d) None of the limited partners or general partner of the Fund has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the limited partners or general partner has, during the last five
years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which
such person was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
with respect to, federal or state securities laws or a finding of any
violations with respect to such laws.
(f) Mr. Kiphart is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Considerations
The funds for the acquisition of the additional purchase of common stock
of the Company and Mr. Kiphart consisted of personal funds of Mr. Kiphart. The
amount of the transaction that are the subject of this amendment as
approximately $68,974.
Item 4 Purpose of Transaction
The additional common stock of the Company was purchased by Mr. Kiphart
for investment only. Therefore, the plans of Mr. Kiphart with respect to the
common stock of the Company do not relate to and would not result in any of the
items enumerated in (a)-(j) of Item 4.
<PAGE>
Item 5 Interest in Securities of the Issuer
(a) As of January 4, 2001, the Fund owned 209,700 shares of the common stock
of the Company, which equals 6.5% of the outstanding shares of the common
stock of the Company. As of January 4, 2001, Mr. Kiphart beneficially
owned 282,300 shares of the Company (including the 209,700 shares of the
Company owned by the Fund), which equals 8.7% of the outstanding shares of
the company.
(b) The Fund owns 209,700 shares of the common stock of the Company. Mr.
Kiphart beneficially owns 282,300 shares of the common stock of the
company (including the 209,700 shares owned by the fund). Mr. Kiphart has
the sole power to vote or to direct the vote and sole power to dispose or
to direct the disposition of such shares.
(c) Mr. Kiphart has effected the following purchases of the common stock of
the Company (totaling 40,000 shares) in the last six weeks:
11/14/00 6,200 shares at $1.75 per share
11/21/00 5,633 shares at $1.75 per share
11/30/00 13,167 shares at $1.75 per share
12/15/00 10,000 shares at $1.63 per share
12/18/00 5,000 shares at $1.63 per share
The transactions were all effected through the Mr. Kiphart's brokerage
account at William Blair & Company, L.L.C.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
No contracts, arrangements, understandings or relationships (legal or
otherwise) among the Fund or Mr. Kiphart and any other person or persons with
respect to the securities of the issuer.
Item 7 Material to Be Filed as Exhibits
No material is being filed as exhibits.
<PAGE>
Signature
After reasonable 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.
Date: January 4, 2001 Signature: /s/ Richard P. Kiphart
Title: General Partner, Shoreline
Micro-Cap Fund I, L.P.
Date: January 4, 2001 Signature: /s/ Richard P. Kiphart
<PAGE>
EXHIBIT A
AGREEMENT AMONG REPORTING PERSONS
The undersigned hereby agree to file a single statement on Schedule 13d to
report their beneficial ownership of common stock of Arrow Magnolia
International, Inc. pursuant to Rule 13d-1 (k) promulgated under the Securities
Exchange Act of 1934.
Date: January 4, 2001 Signature /s/ Richard P. Kiphart
Shoreline Micro-Cap Fund I, L.P.
By Richard P. Kiphart, its General Partner
Date: January 4, 2001 Signature /s/ Richard P. Kiphart
Richard P. Kiphart
