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:
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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:
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<PAGE>
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Arrow Automotive Industries, Inc.
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Former Name if Applicable:
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Address of Principal Executive
Office (Street and Number): 3 Speen Street
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City, State and Zip Code: Framingham, MA 01701
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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.
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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
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(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
<PAGE>
(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.
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(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
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James F. Fagan, Executive
Vice President, Treasurer and
Chief Financial Officer
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.
<PAGE>
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.
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<TABLE>
<CAPTION>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
<CAPTION>
JUNE 29, JUNE 24,
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
<CAPTION>
JUNE 29, JUNE 24,
<S> <C> <C> <C> <C>
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
</TABLE>
