<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
VARLEN CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10
(Title of Class of Securities)
922248 10 9
(CUSIP Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, TX 76102
(817) 870-6100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 9, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: [ X ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 922248 10 9
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HBK Investments L.P.
#75-2622581
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF 86,518*
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 216,738*
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 86,518*
(10) SHARED DISPOSITIVE POWER
216,738*
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,256*
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%*
(14) TYPE OF REPORTING PERSON
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* The beneficial ownership amounts disclosed herein assume the conversion
into 303,256 shares of Common Stock of Varlen Corporation (the "Issuer") of
$7,536,000 in principal amount of the Issuer's 6.5% Convertible
Subordinated Debentures due 2003.
<PAGE> 3
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
shares of Common Stock, $.10 par value (the "Shares") of Varlen Corporation
(the "Issuer"). The address of the principal executive offices of the Issuer
is 55 Shuman Boulevard, P.O. Box 3089, Naperville, Illinois 60566-7089.
Beneficial ownership of the 303,256 Shares reported in this Statement is
attributable to beneficial ownership of an aggregate of $7,536,000 in principal
amount of the Issuer's 6.5% Convertible Subordinated Debentures due 2003 (the
"Debentures") that are currently convertible into Shares.
Item 2. Identity and Background.
(a) - (c), (f) This Statement is being filed on behalf of
HBK Investments L.P., a Delaware limited partnership ("HBKI"). The principal
business of HBKI is acting as investment manager to subsidiary partnerships and
corporations of two investment Funds (as defined below). HBKI is controlled by
HBK Partners II L.P., a Delaware limited partnership the principal business of
which is serving as the general partner of HBKI, which in turn is controlled by
HBK Management L.L.C., a Delaware limited liability company the principal
business of which is serving as the general partner of HBK Partners II L.P. and
an affiliated entity ("HBK Management"). The business address of HBKI, HBK
Partners II L.P., and HBK Management is 777 Main Street, Suite 2750, Fort
Worth, TX 76102. The individual members of HBK Management are Harlan Korenvaes,
Kenneth Hirsh, Laurence Lebowitz, William Rose, and Richard Booth, each of whom
is a U.S. citizen, is an officer of HBKI, and has the same business address in
Fort Worth, Texas.
(d) - (e) During the past five years, none of the foregoing
persons has been convicted in a criminal proceeding or been a party to a civil
proceeding, in either case of the type specified in Items 2(d) or 2(e) of
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required for the purchase of the
Debentures was approximately $7,986,180. Of that amount, a portion was
obtained from Bear, Stearns & Co. Inc. as margin loans and the remainder was
obtained from working capital.
Item 4. Purpose of Transaction.
HBKI acquired the Debentures on behalf of HBK Main Street
Investments L.P., a subsidiary partnership of HBK Fund (as defined below) and
HBK Securities Ltd., a subsidiary of HBK Offshore Fund (as defined below), in
the ordinary course of business for investment purposes. HBKI does not have
any plans or proposals which relate to or would result in any of the actions or
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
HBKI reserves the right to acquire or dispose of Debentures or Shares, or to
formulate other purposes, plans or proposals regarding the Issuer or the
Debentures held by HBKI or Shares to the extent deemed advisable in light of
general investment policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At April 9, 1996, HBKI beneficially owned, as
investment adviser to HBK Main Street Investments L.P. and HBK Securities Ltd.,
303,256 Shares, constituting approximately 5.4% (assuming conversion as of
March 31, 1996 of the Debentures beneficially owned by HBKI into Shares) of the
issued and outstanding Shares as of March 31, 1996, as reported by the Issuer
to HBKI on April 9, 1996. HBKI, as investment adviser to HBK Main Street
Investments L.P., shares voting and dispositive power with HBK Main Street
Investments L.P. with respect to 216,738 of such Shares. HBKI, as investment
adviser to HBK Securities Ltd., has sole voting and dispositive power with
respect to 86,518 of such Shares.
(c) In the past sixty days, HBKI has effected transactions in the
Debentures identified on Exhibit B, which is incorporated herein by reference.
All of the transactions were effected through registered broker dealers on the
open market.
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(d) HBK Fund L.P., a Delaware limited partnership ("HBK Fund")
that is a private investment partnership for qualified U.S. taxable investors,
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, $5,386,000 in principal amount of Debentures
held by HBK Main Street Investments L.P., a Delaware limited partnership that
is a subsidiary partnership of HBK Fund (representing 3.9% of the issued and
outstanding Shares as of March 31, 1996, assuming conversion as of March 31,
1996 of the Debentures beneficially owned by HBKI into Shares). HBK Offshore
Fund Ltd., a Cayman Islands exempt company ("HBK Offshore Fund" and, together
with HBK Fund, the "Funds") that is an investment vehicle for non-U.S.
investors and U.S. tax-exempt investors, has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
$2,150,000 in principal amount of Debentures held by HBK Securities Ltd., a
Cayman Islands exempt company that is a subsidiary of HBK Offshore Fund
(representing 1.5% of the issued and outstanding Shares as of March 31, 1996,
assuming conversion as of March 31, 1996 of the Debentures beneficially owned
by HBKI into Shares).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
A. Authorization Certificate
B. List of transactions
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
HBK INVESTMENTS L.P.
By:/s/ H. Michael Reese
--------------------------------
H. Michael Reese
Chief Financial Officer
April 18, 1996
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EXHIBIT A
HBK INVESTMENTS L.P.
AUTHORIZATION CERTIFICATE
Reference is made to that certain Amended and Restated Agreement of
Limited Partnership of HBK Investments, L.P., a Delaware limited partnership
(the "Partnership"), dated as of January 1, 1996 (the "Agreement"). All
capitalized terms which are not defined herein shall have the meanings set
forth in the Agreement.
The undersigned, being the sole General Partner in the Partnership,
pursuant to Section 7.1 of the Agreement, does hereby authorize Harlan B.
Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, Richard L.
Booth, Jr. and H. Michael Reese to act for and on behalf of the Partnership and
to execute such documents, make such filings, seek such approvals and take such
actions as may be necessary or advisable in order to carry out the purposes of
the foregoing authorization and the intent thereof.
IN WITNESS WHEREOF, the undersigned has executed this Authorization
Certificate as of the 1st of January, 1996.
GENERAL PARTNER:
------- -------
HBK PARTNERS II L.P.,
a Delaware limited partnership
By: HBK Management LLC,
a Delaware limited liability
company, its sole general partner
By:/s/ Harlan B. Korenvaes
----------- -- ------------------------
Harlan B. Korenvaes
President
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EXHIBIT B
<TABLE>
<CAPTION>
Price/$100 Face Amount
DEBENTURES Face Amount of Debentures
----------- ------------
<S> <C> <C> <C>
2/14/96 Buy 108.5000 33,000
3/5/96 Buy 104.7500 75,000
3/5/96 Buy 104.7500 425,000
3/5/96 Buy 104.7500 500,000
3/6/96 Buy 104.7500 75,000
3/6/96 Buy 104.7500 425,000
3/8/96 Buy 105.5000 1,000,000
3/11/96 Buy 105.5000 1,000,000
4/9/96 Buy 104.5000 500,000
4/9/96 Buy 104.5000 500,000
</TABLE>
