SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Varlen Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
922248109
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 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 [ ].
*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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1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3) (2)
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
142,010 (1) (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.4% (3)
14. Type of Reporting Person: PN
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(1) Assumes conversion of $3,208,000 principal amount of the Issuer's
6.5% Convertible Subordinated Debentures due 2003 into 142,010
shares of Common Stock.
(2) The 6.5% Convertible Subordinated Debentures due 2003 were purchased
by HBK Securities Ltd. HBK Investments L.P. has sole voting and
dispositive power over these shares pursuant to an Investment
Management Agreement with HBK Securities Ltd. Accordingly, HBK
Securities Ltd. has no beneficial ownership of such shares.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 5,910,010 shares of Common Stock outstanding, which number
includes shares of Common Stock that may be acquired by the
Reporting Person upon conversion of the Issuer's 6.5% Convertible
Subordinated Debentures due 2003.<PAGE>
<PAGE>
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
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: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
385,613 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.3% (2)
14. Type of Reporting Person: PN
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(1) Assumes conversion of $8,711,000 principal amount of the Issuer's
6.5% Convertible Subordinated Debentures due 2003 into 385,613
shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 6,153,613 shares of Common Stock outstanding, which number
includes shares of Common Stock that may be acquired by the
Reporting Person upon conversion of the Issuer's 6.5% Convertible
Subordinated Debentures due 2003.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby amend the Schedule 13D Statement of HBK
Investments L.P. dated April 18, 1996, as amended by Amendment No.1 dated May
23, 1996 (the "Schedule 13D"), relating to the Common Stock, par value $0.10
per share, of Varlen Corporation. Unless otherwise indicated, all defined
terms used herein shall have the same meanings as those set forth in the
Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase the Issuer's 6.5% Convertible Subordinated
Debentures due 2003 ("Debentures") are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1)(2) $ 3,359,015
Main Street Working Capital
and Other (1) $ 9,194,908
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear,
Stearns & Co. Inc. as margin loans to acquire the Debentures, and the
remainder was obtained from Working Capital.
(2) The Debentures were purchased by HBK Securities Ltd., which has
no beneficial ownership of such shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) - (c) is hereby amended in its entirety to read as
follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement, the aggregate number
of shares of the Common Stock that Investments owns beneficially, pursuant to
Rule 13d-3 of the Act, is 142,010, which constitutes approximately 2.4% of the
5,910,010 shares of the Common Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i).
The aggregate number of shares of the Common Stock that Main Street
owns beneficially, pursuant to Rule 13d-3 of the Act, is 385,613, which
constitutes approximately 6.3% of the 6,153,613 shares of the Common Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 142,010 shares of Common Stock, which constitutes
approximately 2.4% of the 5,910,010 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Fund, as sole general partner of Main Street, (2)
Capital, as sole general partner of Fund, and (3) Partners I, as sole general
partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 385,613 shares of the Common Stock, which constitutes
approximately 6.3% of the 6,153,613 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 527,623 shares of the Common Stock, which constitutes
approximately 8.4% of the 6,295,623 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
None of the Item 2 Persons has any power to vote or to direct the
vote or to dispose or to dispose or to direct the disposition of any shares of
Common Stock.
(c)
During the past 60 days, the Reporting Persons have purchased and
sold Debentures in over-the-counter transactions on NASDAQ, as follows:
FACE AMOUNT
OF DEBENTURES
PURCHASED (P) PRICE PER $100
Item 2 Person DATE OR SOLD (S) FACE AMOUNT
Main Street 06/07/96 $ 700,000 (P) $ 102.38
Investments (1) 06/07/96 300,000 (P) 102.38
Main Street 06/18/96 21,000 (P) 108.00
Main Street 06/18/96 80,000 (P) 108.50
Investments (1) 06/18/96 20,000 (P) 108.50
Main Street 07/02/96 375,000 (P) 105.50
Main Street 07/02/96 188,000 (S) 105.75
Investments (1) 07/02/96 125,000 (P) 105.50
Investments (1) 07/02/96 62,000 (S) 105.75
Main Street 07/09/96 12,000 (P) 105.50
Main Street 07/29/96 375,000 (P) 104.00
Main Street 07/29/96 125,000 (P) 104.00
Main Street 07/29/96 375,000 (P) 104.00
Investments (1) 07/29/96 125,000 (P) 104.00
(1) The Debentures were purchased by HBK Securities Ltd., which has no
beneficial ownership of such shares pursuant to an Investment Management
Agreement with Investments.
(d) - (e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No material change.<PAGE>
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After reasonable 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: July 31, 1996
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
