SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
May 3, 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:
108,651 (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): 2.0% (3)
14. Type of Reporting Person: PN
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(1) Assumes conversion of $2,700,000 principal amount of the Issuer's
6.5% Convertible Subordinated Debentures due 2003 into 108,651
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 5,415,117 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:
275,087 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.9% (2)
14. Type of Reporting Person: PN
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(1) Assumes conversion of $6,836,000 principal amount of the Issuer's
6.5% Convertible Subordinated Debentures due 2003 into 275,087
shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 5,581,553 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 and restate the Schedule 13D
Statement of HBK Investments L.P. dated April 18, 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.
Item 1 is hereby amended in its entirety to read as follows:
This statement relates to the shares of Common Stock, par value
$0.10 per share (the "Common Stock"), of Varlen Corporation (the "Issuer").
The principal executive offices of the Issuer are located at 55 Shuman
Boulevard, P. O. Box 3089, Naperville, Illinois 60566-7089.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended in its entirety to read as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), this Schedule 13D Statement is hereby filed by HBK
Investments L.P., a Delaware limited partnership ("Investments") and HBK Main
Street Investments L.P., a Delaware limited partnership ("Main Street")
(collectively, the "Reporting Persons"). The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither the fact
of this filing nor anything contained herein shall be deemed an admission by
the Reporting Persons that a group exists. Additionally, pursuant to
Instruction C to Schedule 13D, information is included herein with respect to
the following persons (collectively, the "Controlling Persons"): HBK Partners
II L.P., a Delaware limited partnership ("Partners II"), HBK Fund L.P., a
Delaware limited partnership ("Fund"), HBK Capital L.P., a Delaware limited
partnership ("Capital"), HBK Partners I L.P., a Delaware limited partnership
("Partners I"), HBK Management L.L.C., a Delaware limited liability company
("Management") and each of the following individuals who may control
Management (collectively, the "Managers"): Harlan B. Korenvaes, Kenneth M.
Hirsh, Laurence H. Lebowitz, William E. Rose, and Richard L. Booth, Jr. The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
(b)-(c)
Reporting Persons
Investments is a Delaware limited partnership, the principal
business of which is acting as an investment manager to two investment funds.
The principal address of Investments, which also serves as its principal
office, is 777 Main Street, Suite 2750, Fort Worth, Texas 76102.
Main Street is a Delaware limited partnership, the principal
business of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal address of Main Street, which also
serves as its principal office, is 777 Main Street, Suite 2750, Fort Worth,
Texas 76102.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the Controlling Persons is set forth below. The principal
address of each Controlling Person, which also serves as its principal office,
is 777 Main Street, Suite 2750, Fort Worth, Texas 76102.
Partners II is a Delaware limited partnership, the principal
business of which is serving as the general partner of Investments.
Management is a Delaware limited liability company, the principal
business of which is serving as the general partner of Partners II and
Partners I.
Fund is a Delaware limited partnership, the principal business of
which is serving as the general partner of Main Street and two other limited
partnerships.
Capital is a Delaware limited partnership, the principal business of
which is serving as the general partner of Fund.
Partners I is a Delaware limited partnership, the principal business
of which is serving as the general partner of Capital.
Managers
The principal occupation of each of the Managers is serving as an
officer of Investments. The business address of each of the Managers is 777
Main Street, Suite 2750, Fort Worth, Texas 76102.
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) $ 2,833,118
Main Street Working Capital
and Other (1) $ 7,251,872
(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.
Item 4 is hereby amended in its entirety to read as follows:
The Item 2 Persons acquired the Debentures in the ordinary course of
business for investment purposes. None of the Item 2 Persons has 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
under the Act. Each of the Item 2 Persons reserves the right to acquire or
dispose of Common Stock or Debentures, or to formulate other purposes, plans
or proposals regarding the Issuer, the Common Stock or Debentures held by each
such Item 2 Person to the extent deemed advisable in light of general
investment policies, market conditions and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 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 108,651, which constitutes approximately 2.0% of the
5,415,117 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 275,087, which
constitutes approximately 4.9% of the 5,581,553 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 108,651 shares of Common Stock, which constitutes
approximately 2.0% of the 5,415,117 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 275,087 shares of the Common Stock, which constitutes
approximately 4.9% of the 5,581,553 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 383,738 shares of the Common Stock, which constitutes
approximately 6.7% of the 5,690,204 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)
Since 60 days prior to the date on which the Reporting Persons
became the beneficial owner of greater than 5% of the outstanding shares of
the Common Stock, the Reporting Persons have purchased Debentures in over-the-
counter transactions on NASDAQ, as follows:
FACE AMOUNT PRICE PER $100
Item 2 Person DATE OF DEBENTURES FACE AMOUNT
Main Street 02/14/96 $ 33,000 $ 108.50
Investments (1) 03/05/96 75,000 104.75
Investments (1) 03/05/96 500,000 104.75
Main Street 03/05/96 425,000 104.75
Investments (1) 03/06/96 75,000 104.75
Main Street 03/06/96 425,000 104.75
Investments (1) 03/08/96 1,000,000 105.50
Main Street 03/08/96 1,000,000 105.50
Investments (1) 04/09/96 500,000 104.50
Main Street 04/09/96 500,000 104.50
Investments (1) 04/10/96 250,000 104.25
Main Street 04/10/96 750,000 104.25
Investments (1) 05/03/96 100,000 108.75
Main Street 05/03/96 400,000 108.75
Investments (1) 05/21/96 200,000 102.50
Main Street 05/21/96 300,000 102.50
(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)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended in its entirety to read as follows:
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to shares of the Common Stock or the Debentures owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in its entirety to read as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.<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: May 23, 1996
HBK INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (2)
(1) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing Harlan B. Korenvaes 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/ Harlan B. Korenvaes
Harlan B. Korenvaes (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (2)
(1) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Main Street Investments L.P. previously has been
filed with the Securities and Exchange Commission.
