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)
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) [º240.13e-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:
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Holly Products, Inc.
CROSS REFERENCE SHEET PURSUANT
TO GENERAL INSTRUCTION F OF SCHEDULE 13E-3
Schedule 13E-3
Item Number and Caption Heading in Proxy Statement filed
pursuant to Regulation 14A
1. Issuer and Security Subject Cover page of Proxy Statement; Proposal
to the Transaction 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 Not applicable.
or Negotiations
4. Terms of the Transaction Proposal No. 6
5. Plans or Proposals of the Proposal No. 3; Proposal No. 4; Proposal
Issuer or Affiliate No. 6.
6. Source and Amounts of Funds Cost of Solicitation
or Other Consideration
7. Purpose(s), Alternatives, Proposal No. 6 - Effects on the
Reasons and Effects Recapitalization on the Holders of Series
D Preferred Stock; - Purposes of
Recapitalization.
8. Fairness of the Transaction Proposal No. 6 - Effects of the
Recapitalization on the Holders of Series
D Preferred Stock; - Fairness of the
Recapitalization; - Tax Consequences; -
Required Shareholder Vote.
9. Reports, Opinions, Appraisals, Proposal No. 6 - Fairness of the
and Certain Negotiations Transaction
10. Interest in Securities of the Proposal No. 6 - General
Issuer
11. Contracts, Arrangements or None
Understandings with Respect
to the Issuer's Securities
12. Present Intention and Not Applicable: See Proposal No. 6 -
Recommendation of Certain General
Persons with Regard to the
Transaction
13. Other Provisions of the Proposal No. 6 - Voting and Appraisal
Transactions Rights
14. Financial Information Financial Information
15. Persons and Assets Employed, None
Retained or Utilized
16. Additional Information None
17. Exhibits None
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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: November 15, 1996
__/s/ William Patrowicz______________
William Patrowicz, President
