UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
Arrow Automotive Industries, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
042727107
(CUSIP Number)
Dana C. Blakslee, Burns & Levinson LLP, 125 Summer Street,
Boston, MA 02110 (617) 345-3468
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 1998
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13-d(b)(3) or (4), check the
following box.
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CUSIP No.: 042727107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Lawrence M. Levinson
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)_______________________________________________________
(b)_______________________________________________________
3. SEC Use Only _____________________________________________
_________________________________________________________________
4. Source of Funds (See Instructions): N/A
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): N/A
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 8,000
Shares Bene- 8. Shared Voting Power: 536,567
ficially by 9. Sole Dispositive Power: 8,000
Owned by Each 10. Shared Dispositive Power: 536,567
Reporting
Person With
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
544,567
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): N/A
13. Percent of Class Represented by Amount in Row (11): 18.95%
14. Type of Reporting Person (See Instructions): IN
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1. SECURITY AND ISSUER.
This statement relates to the common stock, $.10 par value (the
"Common Stock"), of Arrow Automotive Industries, Inc., a Massachusetts
corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 3 Speen Street, Framingham, MA 01701.
2. IDENTITY OF BACKGROUND.
This statement is being filed by Lawrence M. Levinson, who resides
at 75 Royce Road, Newton Centre, Massachusetts 02159. Mr. Levinson is an
attorney and a partner in the law firm of Burns & Levinson LLP, and his
business address is c/o Burns & Levinson LLP at 125 Summer Street,
Boston, Massachusetts 02110. Mr. Levinson has not, during the past five
years, been convicted in a criminal proceeding, nor, during the past five
years, was he a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding a violation with
respect to such laws. Mr. Levinson is a citizen of the United States.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
4. PURPOSE OF TRANSACTION.
As previously reported, Mr. Levinson was the beneficial owner of
840,988 shares of the Common Stock of the Issuer in his capacity as the
sole Trustee under The Arrow Automotive Industries, Inc. Voting Trust
Agreement dated March 28, 1990, as amended, between Mary S. Holzwasser
and Mr. Levinson (the "Voting Trust Agreement"). The Voting Trust
Agreement expired by its terms, and pursuant to the terms of such Voting
Trust Agreement, the 840,988 shares of the Common Stock of the Issuer
held by Mr. Levinson in his capacity as Trustee thereunder were
transferred back to Mrs. Holzwasser, as the sole beneficiary under the
Voting Trust Agreement, on May 5, 1998.
5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Levinson is the record and beneficial owner of 8,000 shares of
Common Stock of the Issuer purchased on November 29, 1990.
As previously reported in Amendment No. 2 to Schedule 13D filed with
the Securities and Exchange Commission on October 8, 1992, Mr. Levinson
beneficially owns 526,567 shares of the Common Stock of the Issuer held
by the Trust u/w/o Albert S. Holzwasser (the "Holzwasser Trust"), of
which he is one of three Trustees. The Trustees of the Holzwasser Trust,
acting by majority vote, have voting and dispositive power with respect
to the shares subject thereto. The other Trustees of the Holzwasser
Trust are Mary S. Holzwasser of 25 Wachusett Road, Newton, Massachusetts
and Joseph Segal of 68 Craftsland Road, Chestnut Hill, Massachusetts.
Mrs. Holzwasser is currently a private investor and a Director of the
Issuer. Mr. Segal is currently an independent public accountant. To the
best of Mr. Levinson's knowledge, neither Mrs. Holzwasser nor Mr. Segal
have, during the past five years, been convicted in a criminal
proceeding, nor, during the past five years, were either of them a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding a violation with respect to such laws. Both
Mrs. Holzwasser and Mr. Segal are citizens of the United States.
As previously reported in Amendment No. 5 to Schedule 13D filed with
the Securities Exchange Commission on December 29, 1995, Mr. Levinson
also beneficially owns 10,000 shares of the Common Stock of the Issuer
held by the Mary S. Holzwasser Charitable Trust (the "Charitable Trust")
under a Declaration of Trust dated August 23, 1979, of which Mr. Levinson
is a co-Trustee with Mary S. Holzwasser. Mr. Levinson and Ms.
Holzwasser, as co-Trustees, have voting and dispositive power with
respect to the shares subject to the Charitable Trust.
Accordingly, Mr. Levinson is the beneficial owner of 544,567 shares
of Common Stock in the aggregate, which represents 18.95% of the total
number of shares of Common Stock outstanding. Except as described
herein, Mr. Levinson has not engaged in any transactions involving the
Common Stock of the Issuer during the past 60 days, either individually
or in his capacity as a Trustee under the Holzwasser Trust, the Voting
Trust Agreement or the Charitable Trust.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Holzwasser Trust provides that the three trustees thereof,
acting by majority vote, have voting and dispositive power with respect
to the 526,527 shares subject thereto. As discussed above, the Trustees
of the Holzwasser Trust are Mr. Levinson, Mary S. Holzwasser and Joseph
Segal. The principal beneficial interest in this trust is held by
Mary S. Holzwasser, during her lifetime, and thereafter by Harry A.
Holzwasser, Mary Sue Rosenthal and Jo-Ann Cohn.
The Charitable Trust provides that Mr. Levinson and Mrs. Holzwasser,
as co-Trustees, have voting and dispositive power with respect to the
10,000 shares subject to the Charitable Trust.
7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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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.
Dated: May 7, 1998 /S/ LAWRENCE M. LEVINSON
Lawrence M. Levinson
