U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 1-7737
CUSIP Number 042727107
(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 28, 1997
( ) 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 the Transition 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,
identify the Item(s) to which the notification relates:
_______________________________________________________________
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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
RULES 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 on 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, if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K could not
be filed within the prescribed period:
The Company has been engaged in extensive discussions with lenders
regarding the refinancing of the Company's existing bank debt, which has
now been committed and is expected to be completed within the next two
weeks. The refinancing has placed extraordinary demands on the financial
and management 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 28, 1997.
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)
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(2) Have all other periodic reports required under Section 13 or
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 shorter 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
will 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 attached Exhibit A which is
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 26, 1997 By:/s/James F. Fagan
James F. Fagan, Executive
Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT A
ARROW AUTOMOTIVE INDUSTRIES, INC.
FISCAL YEAR ENDED JUNE 28, 1997
The Company incurred net losses of $10,997,000 and $1,444,000 for the
respective fiscal years ended June 28, 1997 and June 29, 1996. (See Condensed
Statements of Operations attached hereto.) The fiscal 1997 operating loss
before income taxes includes a restructuring charge and non-recurring period
charges relating to the closing of its California manufacturing facility of
$1,100,000 and $1,844,000 respectively; an inventory write-down of $4,000,000
due to excess inventories resulting from the decline in unit sales experienced
by the Company in fiscal 1997 and the consolidation of manufacturing
facilities; and $437,000 of additional accrued environmental liability
resulting from the Company's adoption of Statement of Position, ENVIRONMENTAL
REMEDIATION LIABILITIES 96-1. The remainder of the fiscal 1997 net loss of
$3,616,000 is primarily attributable to lower net sales for the fiscal year of
$87,501,000 compared to $103,603,000 in fiscal 1996.
Arrow has taken great strides to remove excess overhead costs from its
operations. The closing of the Company's California plant and consolidation of
manufacturing operations is consistent with the Company's continuing efforts to
streamline its operations and reduce its operating break-even point so as to
become profitable at a lower sales volume. Arrow will continue to streamline
its operations and is vigorously working to increase its sales volume. Based
on information available as of the date of this filing, management anticipates
that sales for the first quarter of fiscal 1998 will be consistent with the
Company's business plan.
On September 18, 1997, the Company received a commitment from its current
primary lender to refinance its existing credit arrangements. It is expected
that this refinancing will be completed within the next two weeks and will
provide the Company with a revolving line of credit of $20 million plus a $7.5
million term note under an agreement maturing on July 31, 2000. The
refinancing will provide the Company with additional working capital at more
favorable interest rates as compared with current terms.
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EXHIBIT A
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
June 28, 1997 June 29, 1996
(52 Weeks) (53 Weeks)
<S> <C> <C> <C> <C>
NET SALES $ 87,501 $ 103,603
Loss Before Taxes (11,594) (2,269)
Benefit From Income Taxes (597) (825)
NET LOSS $ (10,997) $ (1,444)
LOSS PER SHARE $ (3.83) $ (0.50)
Average Number of Shares
Outstanding 2,873,083 2,873,083
</TABLE>
