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
(Exact name of issuer as specified in charter)
55 Shuman Boulevard
P.O. Box 3089
Naperville, IL 60566-7089
(Address of principal executive offices)
Issuer's telephone number, including area code: (708) 420-0400
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
2. Number of shares outstanding before the change: 5,230,348
3. Number of shares outstanding after the change: 5,753,171
4. Effective date of change: July 15, 1996
5. Method of change: Ten-Percent (10%) Stock Dividend
Give brief description of transaction:
Ten-percent (10%) stock dividend pursuant to the following terms:
- the Issuer issued one additional share
of Common Stock for every ten shares of Common
Stock outstanding as of the date of record
- neither title nor par value of Common
Stock changed
- date of declaration was May 29, 1996
- date of record was July 1, 1996
- date of payment was July 15, 1996
- 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, ($21.750) 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 23, 1996 /s/ Richard A. Nunemaker
Richard A. Nunemaker
Vice President, Finance and
Chief Financial Officer
