As filed with the Securities and Exchange Commission
on December 12, 1995.
Registration No. 33-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARNOLD INDUSTRIES, INC.
(Exact Name of Issuer as specified in its charter)
Pennsylvania 4200 23-2200465
(State or other jurisdiction (Primary Standard (I.R.S. Employer
incorporation or organization) of Industrial Number)
Classification
Code Number)
625 South Fifth Avenue
Lebanon, PA 17042
(717) 274-2521
(Address, including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
Copies to:
E.H. ARNOLD, PRESIDENT HEATH L. ALLEN, ESQUIRE
ARNOLD INDUSTRIES, INC. KEEFER, WOOD, ALLEN & RAHAL
625 SOUTH FIFTH AVENUE P.O. BOX 11963
LEBANON, PA 17042 HARRISBURG, PA 17108-1963
(717) 274-2521 (717) 255-8000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the securities registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box:
If any of the securities are being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: X
Calculation of Registration Fee
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registra-
be Registered Registered (1) Per Unit (1) (2) Price (1) (2) tion Fee
Common Stock
$1.00 par value
Warrants (3)
Total $75,000,000 100% $75,000,000 $25,862.07
(1) Not specified as to each class of Securities to be registered
pursuant to General Instruction J of Form S-4. In no event
will the aggregate initial offering price of the Securities
issued under this Registration Statement exceed $75,000,000.
Securities registered hereby may be sold separately, together
or in units with other Securities registered hereunder. In
addition to any Securities that may be issued directly under
this Registration Statement, there is being registered
hereunder, without payment of an additional fee, an
indeterminate amount of Common Stock that may be issuable on
the exercise of Warrants. The registration of Securities
referred to herein shall be deemed applicable only in
connection with transactions in which no exemption from
registration is being relied upon by the Registrant.
(2) Estimated solely for the purpose of computing the registration
fee, pursuant to Rule 457(o) under the Securities Act of 1933,
as amended. The proposed maximum offering price per unit will
be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the
Securities registered hereunder.
(3) The Warrants will entitle the holder to purchase Common Stock
of the Registrant.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
CROSS-REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Form S-4 Item Location
Number and Caption in Prospectus
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and Facing page of Registration
Outside Front Cover Page of Prospectus Statement; Reference Sheet;
Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover Page of
Pages of Prospectus Prospectus; Available
Information; Incorporation of
Certain Documents By Reference;
Outside Back Cover Page; Table
of Contents
3. Risk Factors and Other Information The Company; Plan of
Distribution; Selected Financial
Data; Stock Market Prices
4. Terms of the Transaction The Company; Plan of
Distribution; Terms of Securities
5. Pro Forma Financial Information Not Applicable
6. Material Contracts with the Company Not Applicable
Being Acquired
7. Additional Information Required for Not Applicable
Reoffering by Persons and Parties
Deemed to be Underwriter
8. Interests of Named Experts and Counsel Experts; Legal Matters
9. Disclosure of Commission Position Disclosure of Commission
on Indemnification for Securities Position on Indemnification
Act Liability for Securities Act Liabilities
B. INFORMATION ABOUT THE REGISTRANT
10. Information With Respect to S-3 Not Applicable
Registrants
11. Incorporation of Certain Information Available Information;
by Reference Incorporation of Certain
Documents by Reference
12. Information With Respect to S-2 or Not Applicable
S-3 Registrants
13. Incorporation of Certain Information Not Applicable
by Reference
14. Information With Respect to Registrants Not Applicable
Other Than S-3 or S-2 Registrants
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information With Respect to S-3 Companies Not Applicable
16. Information With Respect to S-2 or S-3 Not Applicable
Companies
17. Information With Respect to Other Not Applicable
Than S-3 or S-2 Companies
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or Not Applicable
Authorizations are to be Solicited
19. Information if Proxies, Consents or Not Applicable
Authorizations are not to be Solicited
in an Exchange Offer
SUBJECT TO COMPLETION, DATED DECEMBER 12, 1995
Prospectus
$75,000,000
ARNOLD INDUSTRIES, INC.
Common Stock
Warrants
Arnold Industries, Inc., a Pennsylvania corporation (the
"Company"), may offer from time to time shares of its Common Stock
and/or warrants therefor (collectively, "Securities") to purchase
other companies' securities or assets in connection with the
acquisition, directly or indirectly, of various businesses,
properties or interests therein by the Company or one or more of
its subsidiaries. The terms of such acquisitions involving
issuance of the Securities will be determined by negotiations
between the Company and stockholders or representatives of the
businesses to be acquired. The terms of the Securities, other than
the Company's Common Stock, to be issued in such acquisitions will
be set forth in a Supplement to this Prospectus relating to the
respective transactions in which the Securities will be issued.
This Prospectus also may be used by persons ("Selling
Stockholders") who receive Securities covered by this Prospectus in
transactions described above and who wish to resell such Securities
in transactions to be registered under the Securities Act of 1933,
as amended (the "Securities Act"). No consideration will be
received by the Company in connection with sales of Selling
Stockholders. Any Selling Stockholders and the terms of the sales
of their Securities will be set forth in a Supplement to this
Prospectus.
The Company's Common Stock is traded in the NASDAQ National
Market System under the symbol "AIND." On December 4, 1995, the
closing price for the Common Stock was $17.875 per share.
All expenses of this offering will be paid by the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION OR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS OR ANY SUPPLEMENT
HERETO. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December 12, 1995.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports and other information
with the Securities and Exchange Commission (the "Commission"),
including proxy statements. Such reports and other information can
be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices at
Seven World Trade Center, Suite 1300, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material also may be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates.
The Company has filed with the Commission a Registration
Statement on Form S-4 (together with any exhibits, amendments or
Supplements thereto, the "Registration Statement") under the
Securities Act with respect to the Securities offered hereby. This
Prospectus constitutes a part of such Registration Statement. As
permitted by the rules and regulations of the Commission, this
Prospectus does not, and any Prospectus Supplement may not, contain
all of the information set forth in the Registration Statement.
Statements contained in this Prospectus, any Prospectus Supplement
or in any document incorporated by reference in this Prospectus or
any Prospectus Supplement as to the contents of any contract or
other document referred to herein or therein are not necessarily
complete, and in each instance where such contract or document has
been filed as an exhibit to the Registration Statement or other
document incorporated by reference, reference is made to the copy
of such contract or other document, each such statement being
qualified in all respects by such reference. The Registration
Statement may be inspected at the Commission's public reference
facilities in Washington, D.C., and copies of all or any part
thereof may be obtained from the Commission upon the payment of
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates documents by reference which are
not presented herein or delivered herewith. These documents are
available upon request from Heath L. Allen, Secretary, Arnold
Industries, Inc., 625 South Fifth Avenue, Lebanon,
Pennsylvania 17042; telephone (717)274-2521. In order to ensure
timely delivery of the documents, any request should be made at
least five (5) business days prior to the date on which the final
investment decision must be made.
The following documents, filed with the Commission under the
Exchange Act, are hereby incorporated herein by reference as of
their respective dates:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995;
(c) The Company's proxy statement dated March 22, 1995,
relating to its Annual Meeting of Shareholders; and
(d) All documents and reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to termination of the
offering described herein. Such documents and reports shall be
deemed to be incorporated by reference in this Prospectus and to be
a part hereof from the date of filing of such documents or reports,
except (1) as to any portion of any future annual reports to the
shareholders of the Company or any proxy or information statement
which is not deemed to be filed under such provisions, or (2) any
financial data schedule included in any document pursuant to
Regulation S-K, Item 601(c).
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration
Statement, this Prospectus and any Prospectus Supplement to the
extent that a statement contained in the Prospectus Supplement, or
in any other subsequently filed document which also is or is deemed
to be incorporated by reference in this Registration Statement or
this Prospectus, modifies and supersedes such statement. Any such
statement so modified or superseded, except as so modified or
superseded, shall not be deemed to constitute a part of this
Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person to whom
a copy of this Prospectus or any Prospectus Supplement has been
delivered, upon written or oral request of such person, a copy of
any or all of the documents incorporated herein by reference, other
than exhibits to such documents unless they are specifically
incorporated by reference into such documents.
THE COMPANY
Arnold Industries, Inc. (the "Company") is a Pennsylvania
corporation engaged in the trucking and warehousing business. The
Company was formed to effect the 1982 reorganization of New Penn
Motor Express, Inc., its predecessor, which began operations in
1931 under the leadership of Henry R. Arnold, the father of the
Company's President, E.H. Arnold, and which became publicly held in
1972. The Company's general offices are located at 625 South Fifth
Avenue, Lebanon, Pennsylvania 17042. Its telephone number
is (717) 274-2521. The Company's business activities are primarily
conducted by four (4) operating subsidiaries.
New Penn Motor Express, Inc. ("New Penn") is a less-than-
truckload ("LTL") transportation company, which transports
commodities by motor vehicle, primarily in New England and the Mid-
Atlantic states. New Penn also serves the Southeastern Atlantic
states, Florida and Puerto Rico through correspondent agreements
and certain areas of Canada, including Montreal, directly.
Lebarnold, Inc. ("Lebarnold") provides truckload ("TL")
service and, under the name ADW, warehousing and warehouse-related
trucking operations. Lebarnold's trucking division has 48-state
authority to serve the general public, although its basic business,
that of truckload carriage, is conducted East of the Mississippi.
ADW serves the assembly, distribution and warehousing needs of its
customers primarily from five (5) separate warehouses in Central
Pennsylvania with a total capacity in excess of 1,500,000 square
feet.
SilverEagle Transport, Inc. ("SilverEagle") is a regional dry
freight truckload carrier based in Jacksonville, Florida. Its
primary customer base is in the food industry. SilverEagle's areas
of service include the Southeast and Mid-Atlantic states, New York
and Ohio.
DW Freight, Inc. ("DW") has as its primary operating unit
Dalworth Trucking Co. Dalworth is a truckload carrier based in
Grand Prairie, Texas. Dalworth's main area of operation is in
Texas and Oklahoma, but it also provides services to Louisiana,
Arkansas and other Midwestern states. Dalworth's primary customer
base is in the food and beverage industries.
The motor carrier industry is highly competitive, particularly
as a result of deregulation of Interstate Commerce Commission
operating authority. The Company's subsidiaries compete primarily
with other motor common carriers, motor contract carriers, private
transportation and railroads. A very substantial number of motor
carriers operate within the same areas served by the Company's
subsidiaries. Some of the competing carriers are larger than the
Company in terms of tonnage handled, revenue and net worth.
Furthermore, as a result of deregulation, the ICC and state
regulatory agencies are authorizing many additional carriers to
operate in interstate and intrastate commerce in the same
geographical territory in which the Company's subsidiaries are
currently operating.
The competitive position of a trucking company depends upon
rates as well as consistency and dependability of service. Price
cutting, especially for truckload carriage, has become intense.
Profitability depends upon the ability to maximize utilization of
revenue equipment and to minimize handling costs.
PLAN OF DISTRIBUTION
From time to time, the Company may offer shares of its Common
Stock and/or warrants therefor to purchase the securities or assets
of other companies in connection with the acquisition of various
businesses, properties or interests therein by the Company or one
or more of its subsidiaries. The terms of such acquisitions
involving issuance of the Securities covered by this Prospectus
will be determined by negotiations between the Company and
representatives of the businesses to be acquired. The terms of the
Securities to be issued in such acquisitions, if other than the
Common Stock, will be set forth in a Supplement to this Prospectus.
SELECTED FINANCIAL DATA
ARNOLD INDUSTRIES, INC.
FIVE-YEAR FINANCIAL SUMMARY<F1>
(dollars in thousands, except per share data)
Fiscal Year 1994 1993 1992 1991 1990
Income
Operating revenues 302,390 272,697 233,620 196,202 188,830
Operating expenses
Depreciation and
amortization 21,120 17,811 14,222 11,500 10,527
Operating taxes and
licenses 8,924 7,908 6,780 5,887 4,836
Other 222,824 200,106 172,304 142,080 137,027
Operating income 49,522 46,872 40,314 36,735 36,440
Non-operating income (expense)
Interest income (expense),
net 35 355 246 195 (1,123)
Other (429) 1,326 (71) 10 (499)
Income before income taxes and
extraordinary loss 49,128 48,553 40,489 36,940 34,868
Income taxes 18,384 18,651 14,660 13,512 12,452
Income before extraordinary
loss 30,744 29,902 25,829 23,428 22,416
Extraordinary loss, net of
tax benefit <F5> 389 --- --- --- ---
Net income 30,355 29,902 25,829 23,428 22,416
Per Share Data <F2>
Income before extraordinary
loss 1.16 1.13 .97 .88 .84
Net income 1.14 1.13 .97 .88 .84
Cash dividends declared .41 .35 .32 .29 .25
Book Value 6.63 5.90 5.12 4.47 3.86
Financial Position - Year End
Cash, temporary investments
and marketable
securities <F3> 41,643 38,285 45,186 57,558 37,184
Working capital <F4> 24,839 24,093 29,856 55,664 30,877
Property and equipment -
net 169,603 144,148 110,674 88,250 91,393
Total assets 260,279 228,361 197,203 170,668 159,973
Long-term debt --- --- 476 17,603 19,479
Stockholders' equity 176,458 156,867 136,015 118,502 102,362
Other Data
Percentage return on average
stockholders' equity 18.2 20.4 20.3 21.2 23.6
Net cash provided by operating
activities 60,524 51,299 34,518 35,898 36,639
<FN>
<F1>
D.W. Freight, Inc. was acquired in April 1992 and is
accounted for under the purchase method.
<F2>
Adjusted to give retroactive effect to the two-for-one
stock split (1993), and the two-for-one stock split (1991).
<F3>
Excludes restricted cash.
<F4>
Certain liabilities with respect to claims were
reclassified as long-term beginning in 1991.
<F5>
Write-off of the unamortized balance of intrastate
operating rights.
</FN>
STOCK MARKET PRICES
1995 1994 1993
High Low High Low High Low
First Quarter 20 3/4 17 3/8 22 3/4 18 3/4 17 1/4 16 1/8
Second Quarter 18 1/2 16 1/4 21 18 16 13 3/4
Third Quarter 19 1/4 16 3/4 20 1/4 18 20 1/4 18 3/4
Fourth Quarter 18 3/4<F1> 15 7/8<F1> 23 1/2 18 21 1/4 18 1/4
<FN>
<F1>
Through December 4, 1995 only
</FN>
For information on the current price of the Company's common stock,
see the Prospectus cover page.
TERMS OF SECURITIES
Capital Stock
The holders of shares of the Company's Common Stock are
entitled to one vote per share on all matters to be voted on by
stockholders. Shareholders have cumulative voting rights with
respect to the election of directors. That is, every shareholder
entitled to vote shall have the right to multiply the number of
shares which the shareholder is entitled to vote by the total
number of directors to be elected and to cast the number of such
votes for one candidate or distribute them among any two or more
candidates. Holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors
in its discretion from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation
preference of any properly authorized and outstanding preferred
stock. Holders of Common Stock have no preemptive rights and have
no rights to convert their Common Stock into any other securities.
The outstanding shares of Common Stock are, and the Common Stock to
be outstanding upon completion of the offering will be, fully paid
and non-assessable.
The authorized capital stock of the Company presently stands
at 100,000,000 shares of Common Stock $1.00 par value per share.
As of September 18, 1995, there were 26,636,454 shares of Common
Stock outstanding.
WARRANTS
The Company may issue Warrants to purchase its Common Stock.
If Warrants are issued, the Supplement will describe the Common
Stock that may be purchased on the exercise of the Warrant and the
exercise price, the term and any other material provisions of the
Warrants.
EXPERTS
The consolidated balance sheets as of December 31, 1994 and
1993 and the consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period
ended December 31, 1994, incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Company's securities offered hereby will
be passed upon for the Company by Keefer, Wood, Allen & Rahal,
210 Walnut Street, P.O. Box 11963, Harrisburg, Pennsylvania 17108.
Heath L. Allen, a partner of Keefer, Wood, Allen & Rahal, has been
a director and the Secretary of Arnold Industries since 1982.
Mr. Allen is also a shareholder of Arnold Industries, holding
approximately 1% of the Company's outstanding common stock.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
In general, Pennsylvania corporation law allows for, and the
Company's By-Laws provide for, indemnification of Company officers
and directors acting in their capacity as such, absent a showing
the act or omission alleged constitutes self-dealing, willful
misconduct or recklessness.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
No dealer, salesperson or
other individual has been authorized
to give any information or to make
any representations not contained
in this Prospectus. If given or
made, such information or repre-
sentations must not be relied
upon as having been authorized
by the Company. This Prospectus ARNOLD INDUSTRIES, INC.
does not constitute an offer to
sell, or a solicitation of an
offer to buy, the shares in any
jurisdiction where, or to any Common Stock
person to whom it is unlawful to
make such offer or solicitation. Warrants
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any circum-
stances, create an implication
that there has not been any change
in the facts set forth in this
Prospectus or in the affairs of
the Company since the date hereof.
__________________________ PROSPECTUS
TABLE OF CONTENTS
Page
Available Information 1
Incorporation of Certain
Documents by Reference 1 & 2
The Company 3
Plan of Distribution 4
Selected Financial Data 5
Stock Market Prices 6
Terms of Securities 6 & 7
Experts 7
Legal Matters 7
December 12, 1995
END OF PROSPECTUS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In general, Pennsylvania corporation law allows for, and the
Company's By-laws provide for, indemnification of Company officers
and directors acting in their capacity as such, absent a showing
the act or omission alleged constitutes self-dealing, willful
misconduct or recklessness.
In addition to the Company's By-laws, Sections 511 through 518
and 1741 through 1750 of the Pennsylvania Business Corporation Law
of 1988 (as amended), set forth indemnification rights and restric-
tions available to the Company's directors and are located at
15 Pa.C.S.A. Sections 511-518 and 1741-1750.
Item 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation (as amended) (Filed as Exhibit 3.1
to Registrant's Form 10-K for the fiscal year ended
December 31, 1989 and incorporated herein by reference)
3.2 Bylaws (as amended) (filed as Exhibit 3.2 to Registrant's
Form 10-K for the fiscal year ended December 31, 1989 and
incorporated herein by reference)
5.1 Opinion of Counsel as to the legality of the securities
being registered
13.1 The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission
and incorporated herein by reference.
13.2 The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1995, filed with the
Commission and incorporated herein by reference.
13.3 The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1995, filed with the
Commission and incorporated herein by reference.
13.4 The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1995, filed with the
Commission and incorporated herein by reference.
13.5 The Company's proxy statement dated March 22, 1995,
relating to its Annual Meeting of Shareholders filed with
the Commission and incorporated herein by reference.
22.1 Subsidiaries of the Company
24.1 Consent of Certified Public Accountants - Coopers &
Lybrand L.L.P.
24.2 Consent of Counsel.
(b) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts and
Reserves for the Years Ended December 31, 1994, 1993 and 1992
(Filed as Schedule II to the Registrant's Form 10-K for the
Fiscal Year Ended December 31, 1994 and
incorporated herein by reference)
All other schedules are omitted because they are not required,
inapplicable or the information is otherwise shown in the financial
statements or notes thereto.
Item 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of prospectus which is a part of this
registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other Items of the
applicable form.
The registrant undertakes that every prospectus (i) that is
filed pursuant to the paragraph immediately preceding, or (ii) that
purports to meet the requirements of section 10(a)(3) of the Act
and is used in connection with an offering of securities subject to
Rule 415 (Section 230.415 of this chapter), will be filed as part
of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
of controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the questions whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement
when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-4 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County
of Lebanon, State of Pennsylvania on December 11, 1995.
ARNOLD INDUSTRIES, INC.
By /s/ E. H. Arnold
E.H. Arnold, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. H. Arnold his true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with Securities and
Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitutes or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
/s/ E. H. Arnold President and December 11, 1995
E. H. Arnold Chairman of the
Board of Directors
/s/ Kenneth F. Leedy Director December 11, 1995
Kenneth F. Leedy
/s/ Ronald E. Walborn Director December 11, 1995
Ronald E. Walborn
/s/ Heath L. Allen Director December 11, 1995
Heath L. Allen
/s/ Paul L. Shiffler Chief Financial December 11, 1995
Paul L. Shiffler Officer
INDEX TO EXHIBITS
Exhibit 5.1 Opinion of Counsel
Exhibit 22.1 Subsidiaries of the Registrant
Exhibit 24.1 Consent of Coopers & Lybrand L.L.P.
Exhibit 24.2 Consent of Counsel
[KEEFER, WOOD, ALLEN & RAHAL LETTERHEAD]
December 12, 1995
To: Original Recipients of Stock or Warrants
Issued Pursuant to this Registration Statement
Dear Sir or Madam:
We have acted as legal counsel to Arnold Industries, Inc., a
Pennsylvania corporation (the "Company") in connection with this
Registration Statement. As counsel to the Company, we have
examined such books and records of the Company as we have deemed
necessary to render the opinion stated herein. Based upon our
review, it is our opinion that the shares of common stock of the
Company to be issued pursuant to this Registration Statement will,
if and when issued pursuant to authority of the Company's Board of
Directors, be duly authorized, validly issued, and fully paid and
non-assessable, provided that the Company receives such
consideration for said stock as is approved by the Company's Board.
In addition, to the extent warrants for Company common stock are
issued pursuant to this Registration Statement, if and as
authorized by the Board and upon receipt of such consideration as
approved by the Company's Board for said warrants, that such
warrants shall be duly authorized and validly issued.
Very truly yours,
KEEFER, WOOD, ALLEN & RAHAL
By
/s/ Jeffrey F. Smith
Jeffrey F. Smith
JFS/kch
EXHIBIT 5.1
Subsidiaries of the Registrant
At December 12, 1995, the Registrant had seven wholly owned
subsidiaries, all of which are included in the consolidated
financial statements, as follows:
Organized Under the
Name Laws of
New Penn Motor Express, Inc. Pennsylvania
Lebarnold, Inc. Pennsylvania
E & A Truck Service, Inc. New Jersey
Tudor Lane, Inc. Delaware
NTL, Inc. Delaware
SilverEagle Transport, Inc. Florida
D.W. Freight, Inc. Oklahoma
EXHIBIT 22.1
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-4 of our report dated March 1, 1995, on our
audits of the financial statements and the financial statement
schedule of Arnold Industries, Inc. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Harrisburg, Pennsylvania
December 6, 1995
EXHIBIT 24.1
[KEEFER, WOOD, ALLEN & RAHAL LETTERHEAD]
To the Board of Directors of
Arnold Industries, Inc.
Re: Securities and Exchange Commission
Registration Statement and
Prospectus Filed December 12, 1995
Gentlemen:
Please be advised that we consent to the use of our opinion in
this Registration Statement and to your reference to this firm
under the caption "Legal Matters" in the accompanying Prospectus.
Very truly yours,
KEEFER, WOOD, ALLEN & RAHAL
By
/s/ Jeffrey F. Smith
Jeffrey F. Smith
JFS/kch
EXHIBIT 24.2