SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
HOLLY PRODUCTS, INC.
(Name of the Issuer)
HOLLY PRODUCTS, INC.
(Name of Person(s) Filing Statement)
Series D Preferred
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
200 Monument Road, Suite 10, Bala Cynwyd, PA 19004
(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 (check the appropriate box):
a. [x] The filing of solicitation material or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c101] or Rule 13e-3(c) [240.13e-3(c)]
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are
preliminary copies: [ ]
Calculation of Filing Fee
Transaction Amount of filing fee
valuation *
$853,070.00 $170.82
* Represents the number of shares of common stock proposed to be exchanged for
the shares of preferred stock which would be eliminated as a result of this
13e-3 transaction, multiplied by the bid price of such common stock on a date
within 5 business days of this filing.
[ ] 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.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
<PAGE>
Holly Products, Inc.
CROSS REFERENCE SHEET PURSUANT
TO GENERAL INSTRUCTION F OF SCHEDULE 13E-3
Schedule 13E-3
Heading in Proxy Statement filed
Item number and Caption pursuant to Regulation 14A
- ----------------------- --------------------------------
1. Issuer and Security Subject to the Cover page of Proxy Statement;
Proxy Statement; Proposal No. 6 -
General ; Proposal No. 6 - Certain
Market Information.
2. Identity and Background Cover page of Proxy Statement;
Proposal No. 1 Election of Directors.
3. Past Contacts, Transactions or Not Applicable.
Negotiations
4. Terms of the Transaction Proposal No. 6
5. Plans or Proposals of the Issuer Proposal No. 3; Proposal No. 4;
or Affiliate Proposal No. 6
6. Source and Amounts of Funds or Costs of Solicitation
Other Consideration
7. Purpose(s), Alternatives, Reasons Proposal No. 6 - Effects on the
and Effects the Recapitalization on the Holders
of Series D Preferred Stock; Proposal
No. 6 - Purposes of Recapitalization.
8. Fairness of the Transaction Proposal No. 6 - Effects of the
Recapitalization on the Holders of
Series D Preferred Stock; Proposal
No. 6 - Fairness of the
Recapitalization; Proposal No. 6 -
Tax Consequences; Proposal No. 6 -
Required Shareholder Vote.
9. Reports, Opinions, Appraisals and Proposal No. 6 - Fairness of the
Certain Negotiations Transaction
10. Interest in Securities of the Issuer Proposal No. 6 - General
11. Contracts, Arrangements or Not Applicable
Understandings with Respect to the
Issuer's Securities
12. Present Intention and Recommendation Not Applicable: Proposal No. 6 -
of Certain Persons with Regard to General
the Transaction
13. Other Provisions of the Transactions Proposal No. 6 - Voting and
Appraisal Rights
14. Financial Information Financial Information
15. Persons and Assets Employed, Not Applicable
Retained or Utilized
16. Additional Information Not Applicable
17. Exhibits Not Applicable
<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: December 5, 1996
__/s/ William Patrowicz_____
William Patrowicz, President
<PAGE>
Item 1: Issuer and Class of Security Subject to the Transaction
Response to this item is contained in the cover page of the Proxy
Statement filed pursuant to Regulation 14A (the "Proxy Statement"),
and Proposal Number 6 - General, and Proposal Number 6 - Certain Market
Information of the Proxy Statement, all of which are incorporated by reference.
Item 2: Identity and Background
Response to this item is located on the cover page of the Proxy
Statement, and Proposal Number 1- Election of Directors, of the Proxy
Statement, all of which is incorporated by reference.
Item 3: Past Contacts, Transactions or Negotiations
Not Applicable
Item 4: Terms of the Transaction
The terms of this transaction are fully stated in Proposal Number 6 of
the Proxy Statement which is incorporated by reference.
Item 5: Plans or Proposals of the Issuer or Affiliate
Proposal numbers 3, 4 and 6 of the Proxy Statement, all of which are
incorporated by reference, set forth the plans and/or proposals of the Issuer.
Item 6: Source and Amounts of Funds or Other Consideration
The source and amounts of funds are fully stated under the heading "Costs
of Solicitation" in the Proxy Statement which is incorporated by reference.
Item 7: Purpose(s), Alternatives, Reasons and Effects
The following sections of the Proxy Statement set forth the purpose(s),
alternatives, reasons, and effects, and are incorporated by reference:
Proposal Number 6 - Effects on the Recapitalization on the Holders of Series D
Preferred Stock; and Proposal Number 6 - Purposes of Recapitalization.
Item 8: Fairness of the Transaction
Response to this Item is contained in the following sections of the Proxy
Statement: Proposal Number 6 - Effects of the Recapitalization on the Holders
of Series D Preferred Stock; Proposal Number 6 - Fairness of the
Recapitalization; Proposal Number 6 - Tax Consequences; and Proposal Number 6
- - Required Shareholder Vote, all of which is incorporated by reference.
Item 9: Reports, Opinions, Appraisals and Certain Negotiations
Response to this Item is contained in Proposal Number 6 - Fairness of the
Transaction, of the Proxy Statement, which is incorporated by reference.
Item 10: Interest in Securities of the Issuer
Response to this Item is contained in the Proxy Statement under Proposal
Number 6 - General, which is incorporated by reference.
<PAGE>
Item 11: Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities
Not Applicable.
Item 12: Present Intention and Recommendation of Certain Persons with Regard
to the Transaction
Response to this Item is contained in the Proxy Statement under Proposal
Number 6 - General, which is incorporated by reference.
Item 13: Other Provisions of the Transactions
Response to this Item is contained in the Proxy Statement under Proposal
Number 6 - Voting and Appraisal Rights, which is incorporated by reference.
Item 14: Financial Information
Response to this Item is contained in the Proxy Statement under the
heading "Financial Information";, Item 7 of the Company's Form 10-KSB, dated
March 31, 1996, and Item 1 of the Company's Form 10-QSB for the period ended
September 30, 1996, which are incorporated by reference and are being mailed
with the Proxy Statement.
Item 15: Persons and Assets Employed, Retained or Utilized
Not Applicable
Item 16: Additional Information
Not Applicable
Item 17: Exhibits
Not Applicable
<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: December 5, 1996
HOLLY PRODUCTS, INC.
By: __/S/ William Patrowicz_________________
William Patrowicz, President
