SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
(Amendment No. __)
Bowline Corporation
-------------------
(Name of Issuer)
Arrowhead Holdings Corporation
Bowline Corporation
James Benenson, Jr.
-------------------
(Name of Person(s) Filing Statement)
Common Stock
$.02 par value per share
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(Title of Class of Securities)
102596-10-3
-----------
(CUSIP Number of Class of Securities)
Jason M. Shargel, Esquire
Gerald F. Stahlecker, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, PA 19102
(215) 568-6060
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(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 the filing of solicitation materials
subject to Regulation 14A and Rule 13e-3 under the Securities Exchange Act of
1934.
Check the following box if the soliciting materials referred to above are
preliminary copies: /X/
[CONTINUED ON FOLLOWING PAGE]
The Exhibit Index appears on page 13 hereof
Calculation of Filing Fee
========================================================================================================================
Transaction Value* Amount of Filing Fee
------------------ --------------------
- ------------------------------------------------------------------------------------------------------------------------
$1,512,710.76 $302.54
========================================================================================================================
* The transaction value was arrived at by multiplying the $1.32 to be
paid (either in cash or, in the case of the Affiliate Exchange Stock
(as defined herein), in shares of common stock of Arrowhead Holdings
Corporation) in exchange for shares of Bowline common stock by the
1,145,993 shares of Bowline common stock which Arrowhead Holdings
Corporation does not already directly own.
/X/ 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.
(1) Amounts Previously Paid: $302.54
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Bowline Corporation
(4) Date Filed: February 23, 1996
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Cross-Reference Sheet
Item and Caption in Schedule 13e-3 Caption or Location in Proxy Statement
- ---------------------------------- --------------------------------------
Item 1: Issuer and Class of Security Subject (a) "Introduction: General"
to the Transaction
(b) "Proxy Statement: Special Meeting
of Shareholders"; "Summary: The
Special Meeting"
(c) "Market Prices of the Common
Shares and Related Shareholder
Matters"
(d) "Market Prices of the Common
Shares and Related Shareholder
Matters"
(e) Not applicable
(f) Not applicable
Item 2: Identity and Background (a)-(d);(g)"Certain Information Regarding
the Directors and Executive
Officers of the Company";
Information provided herein
(e)-(f) Information provided herein
Item 3: Past Contract, Transactions or Negotiations (a)(1) "The Merger - Special Factors -
Interests of Certain Persons in the
Merger: Other"
(a)(2) "The Merger - Special Factors -
Background of the Merger; Purpose
of the Merger"
(b) "The Merger - Special Factors -
Background of the Merger; Purpose
of the Merger"
Item 4: Terms of the Transaction (a) "The Merger" - "General" through
and including "Accounting
Treatment of the Merger"
(b) "The Merger - Special Factors -
Interests of Certain Persons in the
Merger: Treatment of Affiliate
Stock"
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Item and Caption in Schedule 13e-3 Caption or Location in Proxy Statement
- ---------------------------------- --------------------------------------
Item 5: Plans or Proposals of the Issuer or Affiliate (a)-(g) "The Merger - Special Factors -
Plans for the Company After the
Merger"
Item 6: Source and Amounts of Funds or Other Considerations (a) "Financing of the Merger"
(b) "Financing of the Merger"
(c)-(d) Not applicable
Item 7: Purpose(s), Alternatives, Reasons and Effects (a) "The Merger - Special Factors -
Background of the Merger; Purpose
of the Merger"
(b) "The Merger - Special Factors -
Fairness of the Merger;
Recommendation of the Board of
Directors"
(c) "The Merger - Special Factors -
Background of the Merger; Purpose
of the Merger"
(d) "The Merger - Special Factors -
Interests of Certain Persons in the
Merger"; "Certain Federal Income
Tax Consequences"
Item 8: Fairness of the Exchange (a)-(f) "The Merger - Special Factors -
Fairness of the Merger;
Recommendation of the Board of
Directors"; "The Affiliates' Belief
as to Fairness"
Item 9: Reports, Opinions, Appraisals and Certain Negotiations (a)-(c) "The Merger - Special Factors -
Fairness Opinion"
Item 10: Interest In Securities of the Issuer (a) "The Merger - Special Factors -
Interests of Certain Persons in the
Merger"
(b) Not applicable
Item 11: Contracts, Arrangements or Understandings See Agreement and Plan of Merger (the
with Respect to the Issuer's Securities "Plan"); "The Merger - Special
Factors - Interests of Certain Persons in the
Merger: Treatment of Affiliate Stock"
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Item and Caption in Schedule 13e-3 Caption or Location in Proxy Statement
- ---------------------------------- --------------------------------------
Item 12: Present Intention and Recommendation of (a) Information provided herein
Certain Persons with Regard to the Transaction
(b) "The Merger - Special Factors -
Fairness of the Merger;
Recommendation of the Board of
Directors"; "The Affiliates' Belief
as to Fairness"
Item 13: Other Provisions of the Transactions (a) "Rights of Dissenting Shareholders"
(b) Not applicable
(c) Not applicable
Item 14: Financial Information (a)(1)- Financial Statements
(2) (attached to the Proxy Statement as
Annex D)
(a)(3)- "Selected Financial Information and
(4) Certain Per Share Data of the
Company"
(b) Not applicable
Item 15: Persons and Assets Employed, Retained or Utilized (a)-(b) "The Merger - Special Factors -
Background of the Merger; Purpose
of the Merger"; "Certain
Information Regarding the
Directors and Executive Officers of
the Company"
Item 16: Additional Information Not applicable
Item 17: Material to be Filed as Exhibits Information provided herein
-5-
This Transaction Statement (the "Statement") pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relates
to the Agreement and Plan of Merger (the "Plan") by and between Bowline
Corporation ("Bowline" or the "Issuer"), a New York corporation, and Arrowhead
Holdings Corporation ("Arrowhead"), a Delaware corporation, pursuant to which
the Issuer will be merged with and into Arrowhead (the "Merger") and all shares
of the Issuer's common stock, $.02 par value per share (the "Common Shares"),
that are issued and outstanding at the effective time of the Merger, other than
the 141,419 Common Shares owned of record by Arrowhead which will be cancelled
in the Merger and other than the Affiliate Exchange Stock (as hereinafter
defined), will be converted into the right to receive $1.32 per share, in cash,
without interest. Each of the 732,169 issued and outstanding Common Shares
beneficially owned by Arrowhead and its affiliates is hereinafter referred to as
the "Affiliate Stock". At the effective time of the Merger, 590,750 shares of
Affiliate Stock (the "Affiliate Exchange Stock") will be exchanged for shares of
Arrowhead common stock having an aggregate dollar value equal to the product of
(x) the number of shares of Affiliate Exchange Stock, and (y) $1.32. The terms
and conditions of such transaction are set forth in the Issuer's proxy statement
which is to be delivered in final form to shareholders of the Issuer in
connection with a special meeting thereof (the "Special Meeting") at which the
Plan will be voted upon. A copy of the Issuer's proxy statement (the "Proxy
Statement") is filed herewith as Exhibit 17(d). A copy of the Plan is attached
thereto as Annex A.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the Issuer is Bowline Corporation. The Issuer is a New
York corporation, and the address of its principal executive office is 11 Bala
Avenue, Bala Cynwyd, Pennsylvania 19004.
(b) As of the date hereof, the Issuer has 1,287,412 Common Shares
issued and outstanding. Arrowhead and its affiliates own 732,169 Common Shares,
or approximately 56.9% of the total issued and outstanding Common Shares. There
are approximately 4,219 holders of record of the Common Shares.
(c) The information set forth in the Proxy Statement under "MARKET
PRICES OF THE COMMON SHARES AND RELATED SHAREHOLDER MATTERS" is incorporated
herein by reference.
(d) The information set forth in the Proxy Statement under "MARKET
PRICES OF THE COMMON SHARES AND RELATED SHAREHOLDER MATTERS" is incorporated
herein by reference.
(e) Not applicable.
(f) Not applicable.
Item 2. Identity and Background.
This Statement is being filed by: (i) Arrowhead, which is deemed to be
an affiliate of the Issuer based upon its ownership interest in the Issuer as
described below; (ii) the Issuer; and (iii) Mr. James Benenson, Jr., Chairman
of the Board and President of Arrowhead and Chairman of the Board of the Issuer.
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Arrowhead is the direct beneficial owner, as of the date hereof, of
141,419 Common Shares, or approximately 11.0% of the issued and outstanding
Common Shares of the Issuer. Arrowhead is the owner of approximately 99.8% of
the outstanding voting stock of Vesper Corporation ("Vesper"), a Pennsylvania
corporation. Vesper is the direct beneficial owner, as of the date hereof, of
227,823 Common Shares, or approximately 17.7% of the issued and outstanding
Common Shares of the Issuer. In addition to being Chairman of the Board of the
Issuer and Chairman of the Board and President of Vesper and Arrowhead, James
Benenson, Jr. owns 100% of the voting stock of Arrowhead. By reason of the
foregoing and the additional ownership information set forth in the Proxy
Statement under "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT," which information is incorporated herein by reference, Mr. Benenson
may be deemed to beneficially own, either directly or indirectly through his
ownership and control of Arrowhead and Vesper, 732,169 Common Shares, or
approximately 56.9% of the issued and outstanding Common Shares of the Issuer.
Such shares have previously been defined herein as the "Affiliate Stock." Mr.
Benenson, Arrowhead and Vesper are hereinafter sometimes collectively referred
to herein as the "the Affiliates."
The following is information concerning Arrowhead, Mr. James Benenson,
Jr., and each of Arrowhead's executive officers and directors. Information
concerning the Issuer is contained under Item 1 above.
2.1 (a) Arrowhead Holdings Corporation.
(b) Organized under the laws of the State of Delaware. Arrowhead's
principal executive offices are located at 11 Bala Avenue,
Bala Cynwyd, PA 19004.
(c)-(d) Private holding company.
(e)-(f) Arrowhead has not during the last five years (a) been involved
in any criminal proceeding; or (b) been a party to any civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it is or was subject to a
judgement, decree or final order enjoining further violations
of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
* * *
2.2 (a) James Benenson, Jr., Chairman of the Board and President of
Arrowhead.
(b)-(d) The information set forth in the Proxy Statement under
"CERTAIN INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE
OFFICERS OF THE COMPANY" is incorporated herein by reference.
(e)-(f) Mr. Benenson has not during the last five years (a) been
convicted in any criminal proceeding; or (b) been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he is or was
subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal
or state securities laws or finding
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any violation of such laws.
(g) Mr. Benenson is a citizen of the United States.
* * *
2.3 (a) Gerald J. Carroll, Vice President and Secretary of Arrowhead.
(b)-(d) The information set forth in the Proxy Statement under
"CERTAIN INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE
OFFICERS OF THE COMPANY" is incorporated herein by reference.
(e)-(f) Mr. Carroll has not during the last five years (a) been
convicted in any criminal proceeding; or (b) been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he is or was
subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such
laws.
(g) Mr. Carroll is a citizen of the United States.
* * *
2.4 (a) John V. Curci, Treasurer of Arrowhead.
(b) 8221 Brecksville Road, Brecksville, OH 44141.
(c)-(d) Treasurer of Arrowhead. Vice President, Treasurer and Chief
Financial Officer of Vesper. Treasurer and Assistant Secretary
of Penco Products, Inc., a Delaware corporation and wholly-
owned subsidiary of Vesper. Assistant Treasurer and Assistant
Secretary of the Issuer. Director of Starboard Data Services,
Inc., a wholly-owned subsidiary of the Issuer.
(e)-(f) Mr. Curci has not during the last five years (a) been
convicted in any criminal proceeding; or (b) been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which is or was subject
to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such
laws.
(g) Mr. Curci is a citizen of the United States.
* * *
Item 3. Past Contracts, Transactions or Negotiations.
(a)(1) The information set forth in the Proxy Statement under "THE
MERGER - Special Factors - Interests of Certain Persons in the Merger: Other" is
incorporated herein by reference.
(a)(2) The information set forth in the Proxy Statement under "THE
MERGER - Special Factors - Background of the Merger; Purpose of the Merger" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "THE MERGER
- - Special Factors - Background of the Merger; Purpose of the Merger" is
incorporated herein by reference.
-8-
Note: Other than the information incorporated herein by reference,
there is no additional information or disclosure concerning Mr. Benenson
individually which is required to be disclosed herein.
Item 4. Terms of the Transaction.
(a) The information set forth in the Proxy Statement under "THE MERGER"
is incorporated herein by reference.
(b) The 590,750 shares of Affiliate Exchange Stock will be exchanged
for shares of Arrowhead common stock having an aggregate dollar value equal to
the product of (x) the number of shares of Affiliate Exchange Stock, and (y)
$1.32. The information set forth in the Proxy Statement under "THE MERGER -
Special Factors - Interests of Certain Persons in the Merger: Treatment of
Affiliate Stock" is incorporated herein by reference.
Item 5. Plans or Proposals of the Affiliate.
(a)-(g) The information set forth in the Proxy Statement under "THE
MERGER - Special Factors - Plans for the Company After the Merger" is
incorporated herein by reference.
Note: Other than the information incorporated herein by reference,
there is no additional information or disclosure concerning Mr. Benenson
individually which is required to be disclosed herein.
Item 6. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Proxy Statement under "FINANCING
OF THE MERGER" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "FINANCING
OF THE MERGER" is incorporated herein by reference.
(c)-(d) No part of the consideration to be paid by Arrowhead in
exchange for the Common Shares which it will acquire will be borrowed.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The information set forth in the Proxy Statement under "THE MERGER
- - Special Factors - Background of the Merger; Purpose of the Merger" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "THE MERGER
- - Special Factors - Fairness of the Merger; Recommendation of the Board of
Directors" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under ""THE MERGER
- - Special Factors - Background of the Merger; Purpose of the Merger" is
incorporated herein by reference.
(d) The information set forth in the Proxy Statement under "THE MERGER
- - Special Factors - Interests of Certain Persons in the Merger" and "Certain
Federal Income Tax Consequences" is incorporated herein by reference.
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Item 8. Fairness of the Transaction.
(a)-(f) The information set forth in the Proxy Statement under "THE
MERGER - Special Factors - Fairness of the Merger; Recommendation of the Board
of Directors"; "The Affiliates' Belief as to Fairness" is incorporated herein by
reference.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information set forth in the Proxy Statement under "THE
MERGER - Special Factors - Fairness Opinion" is incorporated herein by
reference.
Item 10. Interest in Securities of the Issuer.
(a) The information set forth in the Proxy Statement under "THE MERGER
- - Special Factors - Interests of Certain Persons in the Merger" is incorporated
herein by reference.
(b) Not applicable.
Item 11. Contracts, Arrangements or Understanding with Respect to the Issuer's
Securities.
Other than the Plan which is referred to elsewhere herein and in the
Proxy Statement, there are no other contracts, arrangements, understandings or
relationships in connection with the transaction which is the subject of this
Statement between Arrowhead or any of its executive officers or directors and
any person with respect to any securities of the Issuer.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a) The 590,750 shares of Affiliate Exchange Stock will be exchanged
for shares of Arrowhead common stock having an aggregate dollar value equal to
the product of (x) the number of shares of Affiliate Exchange Stock, and (y)
$1.32. All shares of Affiliate Stock will be voted in favor of the Merger for
the reasons set forth in the Proxy Statement.
(b) The information set forth in the Proxy Statement under "THE
EXCHANGE - Special Factors - Fairness of the Exchange; Recommendation of the
Board of Directors"; "The Affiliates' Belief as to Fairness" is incorporated
herein by reference.
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Item 13. Other Provisions of the Transaction.
(a) The information set forth in the Proxy Statement under
"RIGHTS OF DISSENTING SHAREHOLDERS" is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(a) (1)-(2) The Financial Statements attached as Annex D to the
Proxy Statement are incorporated herein by reference.
(3)-(4) The information set forth in the Proxy Statement under
"SELECTED FINANCIAL INFORMATION AND CERTAIN PER SHARE DATA OF THE COMPANY" is
incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) The information set forth in the Proxy Statement under "THE
MERGER - Special Factors - Background of the Merger; Purpose of the Merger" and
"CERTAIN INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY" is incorporated herein by reference.
Item 16. Additional Information.
Not applicable.
Item 17. Material to be Filed as Exhibits.
(a) Not applicable.
(b) Fairness Opinion and Valuation Analyses of American Maple Leaf
Financial Corp., dated February 20, 1996, attached as Annex B
to the Proxy Statement which is filed as Exhibit 17(d) hereto
and incorporated herein by reference.
(c) Agreement and Plan of Merger, dated February 20, 1996,
attached as Annex A to the Proxy Statement which is filed as
Exhibit 17(d) hereto and incorporated herein by reference.
(d) Preliminary Proxy Statement for Special Meeting of
Shareholders of Bowline Corporation.
(e) A detailed statement describing the appraisal rights of
shareholders and the procedures for exercising such appraisal
rights is set forth under the caption "RIGHTS OF DISSENTING
SHAREHOLDERS" in the Proxy Statement which is filed as Exhibit
17(d) hereto and incorporated herein by reference. Such
statement is qualified in its entirety by reference to Section
623 of the New York Business Corporation Law, as amended,
copies of which are attached to the Proxy Statement as
Annex C.
(f) Not applicable.
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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: February 22, 1996 ARROWHEAD HOLDINGS CORPORATION
By: /s/ James Benenson, Jr.
-----------------------------------------
Name: James Benenson, Jr.
Title: Chairman of the Board and President
Dated: February 22, 1996 BOWLINE CORPORATION
By: /s/ James Benenson, Jr.
-----------------------------------------
Name: James Benenson, Jr.
Title: Chairman of the Board
Dated: February 22, 1996 /s/ James Benenson, Jr.
-----------------------------------------
JAMES BENENSON, JR.
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EXHIBIT INDEX
Page Number in
Sequential Numbering System
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99.17(d) Preliminary Proxy Statement for Special Meeting of 14
Shareholders of Bowline Corporation (with attachments)