SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 18, 1996
(Date of Earliest
Event Reported)
VARLEN CORPORATION
(Exact Name of Registered as Specified in its Charter)
Delaware 0-5374 13-2651100
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File No.) Identification No.)
55 Shuman Boulevard,
P. O. Box 3089, Naperville, Illinois 60566-7089
(Address of Principal Executive Office) (Zip Code)
(708) 420-0400
(Registrant's Telephone Number
Including Area Code)
Item 2. Acquisition or Disposition of Assets
(a) On June 15, 1996, the Registrant, BAS, Inc., a Virginia
corporation (the "Purchaser") and wholly-owned subsidiary of
the Registrant, and Brenco, Incorporated, a Virginia
corporation ("Brenco") whose shares are publicly-traded and
quoted in the NASDAQ National Market System, entered into an
Acquisition Agreement, dated as of such date (the
"Acquisition Agreement"), providing for the commencement by
the Purchaser of a tender offer (the "Tender Offer") to
purchase all outstanding shares of common stock of Brenco
("Shares") at a price of $16.125 per share (the "Offer
Price"), net to the seller in cash and without any interest
thereon. The Offer Price was determined based on arms'-
length negotiations between the Registrant and Brenco.
The Purchaser commenced the Tender Offer on June 20, 1996,
and it expired at midnight on July 18, 1996. Nine million
three hundred thirty-nine thousand nine hundred eighty-six
(9,339,986) Shares (including 96,833 Shares pursuant to
guarantee delivery procedures) were tendered pursuant to the
Tender Offer, and such Shares were subsequently accepted for
payment and paid for by the Purchaser (except for 1,252
Shares constituting "failed guaranteed deliveries").
Accordingly, in the Tender Offer the Purchaser (and
indirectly through the Purchaser, the Registrant) acquired
9,338,734, or approximately 91.5%, of the 10,207,440
outstanding Shares. Another wholly owned subsidiary of the
Registrant previously owned 460,000 Shares, representing
approximately 4.5% of the outstanding Shares. Therefore,
the Registrant indirectly beneficially owns 9,798,734
Shares, or approximately 96.0% of the outstanding Shares.
Simultaneously with the execution and delivery of the
Acquisition Agreement, the Registrant entered into a
Shareholder Tender Agreement, dated as of June 15, 1996 (the
"Shareholder Tender Agreement"), with certain shareholders
of Brenco (the "Tendering Shareholders"), including the
Chairman and Chief Executive Officer of Brenco, his sister
(whose husband was at the time a director of Brenco) and
certain members (and trusts for the benefit of members) of
their family. Pursuant to the Shareholder Tender Agreement,
each Tendering Shareholder agreed to tender (subject to
certain exceptions) pursuant to the Tender Offer all of the
Shares owned by them (except for 50,000 Shares in the
aggregate which were permitted to be contributed to
charity). At the date of the commencement of the Tender
Offer, the Tendering Shareholders owned 2,108,343 Shares, or
approximately 20.7%, of the then outstanding Shares and (as
far as the Registrant is aware) all such Shares were
tendered pursuant to the Tender Offer.
The Acquisition Agreement requires the Registrant and the
Purchaser (subject to certain conditions) to complete a
second-step merger of the Purchaser with and into Brenco,
with the result that (among other things) Brenco will become
a wholly-owned subsidiary of the Registrant and each Share
(other than Shares held by the Registrant, the Purchaser or
Brenco or any direct or indirect subsidiary of the
Registrant, the Purchaser or Brenco) will be canceled and
converted into the right to receive the Offer Price in cash
without any interest. Such merger is expected to be
completed in August, 1996.
The funds used to pay the Offer Price in the Tender Offer
were advanced to the Purchaser by the Registrant from
available working capital and loans made under a $190
million credit facility provided by The First National Bank
of Chicago, Harris Trust and Savings Bank, ABN AMRO Bank
N.V. and NationsBank, N.A.
(b) Plant, equipment and other physical property acquired
through this transaction were primarily used prior to the
transaction for the production of railroad bearings,
automotive components and related administrative functions.
The Registrant currently intends to continue such use of the
plant, equipment and other physical property.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
It is impracticable to provide the required financial
statements for the acquired business at the time of the
filing of this Current Report on Form 8-K. Such financial
statements will be filed under cover of a Form 8-K/A as soon
as practicable, but in any event not later than October 1,
1996.
(b) Pro-forma Financial Information
It is impracticable to provide the required pro-forma
financial information for the affects of the acquired
business at the time of the filing of this Current Report on
Form 8-K. Such financial information will be filed under
cover of a Form 8-K/A as soon as practicable, but in any
event not later than October 1, 1996.
(c) Exhibits
Exhibit 2 (a): Acquisition Agreement, dated as of June 15,
1996, among the Registrant, the Purchaser and Brenco
(incorporated herein by reference to Exhibit (c) (1) to the
Registrant's combined Schedules 14D-1 and 13D dated and
filed June 20, 1996.)
Exhibit 2 (b): Shareholder Tender Agreement, dated as of
June 15, 1996, among the Registrant and the Tendering
Shareholders (incorporated herein by reference to Exhibit
(c) (2) to the Registrant's combined Schedules 14D-1 and 13D
dated and filed June 20, 1996.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Varlen Corporation
(Registrant)
July 30, 1996 By: /s/ Richard A. Nunemaker
Richard A. Nunemaker
Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
