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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 and
Rule 13a-17 or 15d-17 thereunder
VARLEN CORPORATION
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(Exact name of issuer as specified in charter)
55 Shuman Boulevard
P.O. Box 3089
Naperville, IL 60566-7089
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(Address of principal executive offices)
Issuer's telephone number, including area code: (708) 420-0400
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I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the
number of shares outstanding:
1. Title of security: common stock, par value $.10 per share
("Common Stock")
2. Number of shares outstanding before the change: 4,887,902
3. Number of shares outstanding after the change: 5,376,196
4. Effective date of change: July 10, 1995
5. Method of change: Ten-Percent (10%) Stock Dividend
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Form 10-C: Report by Issuer
of Securities Quoted on NASDAQ
Interdealer Quotation System
Page 2
Give brief description of transaction:
Ten-percent (10%) stock dividend pursuant to the
following terms:
a. the Issuer issued one additional share of Common
Stock for every ten shares of Common Stock
outstanding as of the date of record;
b. neither title nor par value of Common Stock
changed;
c. date of declaration was May 22, 1995;
d. date of record was June 23, 1995;
e. date of payment was July 10, 1995; and
f. fractional shares have not been issued, but in
lieu thereof, an equivalent amount has been paid
in cash in an amount based on a fraction of the
closing price of the Common Stock, as reported by
NASDAQ on the date of record, as adjusted by the
change in price of the Common Stock to reflect the
stock dividend, (a) the numerator of which is the
remainder of the quotient of (i) the number of
shares of Common Stock held by a holder divided by
(ii) ten, and (b) the denominator of which is ten.
II. CHANGE IN NAME OF ISSUER
NOT APPLICABLE
Date: July 18, 1995 /s/ Richard A. Nunemaker
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Richard A. Nunemaker
Vice President, Finance and
Chief Financial Officer
