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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VARLEN CORPORATION
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(Name of Issuer)
Common Stock, Par Value $.10 Per Share
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(Title of Class of Securities)
922248 10 9
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(CUSIP Number)
Rochelle Elias
Compliance Director
D. E. Shaw & Co., L.P.
120 West 45th Street
39th Floor
New York, New York 10036
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 06, 1997
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(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. [x]
Check the following box if a fee is being paid with this statement [ ]. (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 and 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
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co., Inc.
13-3839469
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -93-
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
-93-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-93-
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.00137%
(14) TYPE OF REPORTING PERSON **
HC, CO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co., L.P.
13-3695715
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -50-
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
-50-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-50-
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.00074%
(14) TYPE OF REPORTING PERSON **
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw Securities, L.P.
13-3497780
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
(14) TYPE OF REPORTING PERSON **
BD, PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw Investments, L.P.
13-3470777
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -50-
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 50-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-50-
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.00074%
(14) TYPE OF REPORTING PERSON **
BD, PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D. E. Shaw & Co. International, L.L.C.
13-3799946
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -43-
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
-43-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-43-
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.00063%
(14) TYPE OF REPORTING PERSON **
OO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -93-
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER
-93-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
- 93-
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.00137%
(14) TYPE OF REPORTING PERSON **
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 to the Schedule 13D, originally filed on June 04, 1997,
relates to the Common Stock, Par Value $.10 Per Share (the "Shares"), of Varlen
Corporation (the "Company"). On August 06, 1997, the Reporting Persons converted
their holdings of the 6.5% Convertible Debentures (maturity June 1, 2003) of the
Company (the "Convertible Debentures") into Shares and subsequently disposed of
those Shares; capitalized terms used herein but not defined herein shall have
the meaning ascribed to them in the initial Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and restated in its entirety as follows:
This Schedule 13D relates to the Common Stock, Par Value $.10 Per Share (the
"Shares") of the Varlen Corporation (the "Company").
The principal executive offices of the Company are located at 55 Shuman
Boulevard, P. O. Box 3089, Naperville, Illinois 60566-7089
ITEM 2. IDENTITY AND BACKGROUND.
No Change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable. No funds were utilized in the conversion or disposition of
Convertible Bonds or Shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) The percentage of Shares reported beneficially owned by each person herein
is based on the sum of the 6,428,672 Shares outstanding as of August 15,
1997, as reported by the Company on that date, and the 356,362 Shares
acquired upon conversion of the Convertible Bonds.
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As of August 06, 1997:
(i) By reason of the provisions of Rule 13d-3 of the Act and by reason of its
beneficial ownership of Shares, DESCO Inc may be deemed to own beneficially 93
Shares, comprising the Shares beneficially owned by SecLP, InvLP and IntlLLC.
Thus, DESCO Inc may be deemed to beneficially own approximately .00137% of the
Shares outstanding.
(ii) By reason of the provisions of Rule 13d-3 of the Act and by reason of its
beneficial ownership of Shares, DESCO LP may be deemed to own beneficially 50
Shares, comprising the Shares beneficially owned by SecLP and InvLP. Thus, DESCO
LP may be deemed to beneficially own approximately .00074% of the Shares
outstanding.
(iii) SecLP beneficially owns 0 Shares, constituting 0% of the Shares
outstanding.
(iv) InvLP owns directly 50 Shares, constituting approximately .00074 % of the
Shares outstanding.
(v) IntlLLC owns directly 43 Shares, constituting approximately .00063 % of the
Shares outstanding.
(vi) David Shaw owns directly no Shares. By reason of the provisions of Rule
13d-3 of the Act and by reason of his beneficial ownership of Shares, David Shaw
may be deemed to own beneficially 93 Shares, comprising the Shares beneficially
owned by SecLP, InvLP and IntlLLC. Thus, David Shaw may be deemed to
beneficially own approximately .00137% of the outstanding Shares. David Shaw
disclaims beneficial ownership of such 93 Shares.
(b) With respect to the number of Shares beneficially owned by each Reporting
Person, each Reporting Person shares voting and dispositive power with the other
Reporting Persons, except that SecLP, InvLP and DESCO LP do not share voting or
dispositive power with IntlLLC and vice versa.
(c) Except for the transactions listed in Schedule A, attached hereto, there
have been no transactions with respect to the class of securities reported on by
the persons named in paragraph (a) during the period from June 05, 1997 until
August 06, 1997.
(d) No person other than each respective owner and general partner or member
manager referred to herein is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No Change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No change.
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SCHEDULE A
Pursuant to Item 5(c), following are the transactions in the Shares during the
period from June 05, 1997 until August 06, 1997. All transactions were effected
over the counter.
Transaction Date Of Number Of shares Price Per
Effected By Purchase Bought (Sold) Share
- ----------- -------- ---------------- ---------
InvLP 970609 (13700) 25.9760
IntlLLC 970609 (8100) 25.9760
SecLP 970609 (18200) 25.9760
IntlLLC 970624 (1100) 27.0000
InvLP 970624 (1800) 27.0000
SecLP 970624 (2300) 27.0000
InvLP 970625 (7800) 27.0000
IntlLLC 970625 (4700) 27.0000
SecLP 970625 (10500) 27.0000
InvLP 970630 23300 26.8750
SecLP 970630 (23300) 26.8750
IntlLLC 970702 (1200) 27.7500
InvLP 970702 (1400) 27.7500
SecLP 970702 (3400) 27.7500
SecLP 970709 (8500) 27.6875
InvLP 970709 (3400) 27.6875
IntlLLC 970709 (3100) 27.6875
InvLP 970722 (5100) 30.0620
IntlLLC 970722 (4100) 30.0620
SecLP 970722 (10800) 30.0620
InvLP 970730 (6500) 31.2240
IntlLLC 970730 (5200) 31.2240
SecLP 970730 (13800) 31.2240
InvLP 970731 (1400) 31.1875
IntlLLC 970731 (1100) 31.1875
SecLP 970731 (3000) 31.1875
InvLP 970731 (2500) 31.4375
IntlLLC 970731 (2100) 31.4375
SecLP 970731 (5400) 31.4375
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After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. A Power of Attorney, dated January 14, 1997, granted by
David Shaw in favor of Daniel Fishbane, is attached hereto.
August 19, 1997
D.E. SHAW & CO., INC.
By: David E. Shaw
President
By: /s/ Daniel Fishbane
Attorney-in-fact for David E. Shaw
D.E. SHAW & CO., L.P.
By: David E. Shaw
Managing Director
By: /s/ Daniel Fishbane
Attorney-in-fact for David E. Shaw
D.E. SHAW SECURITIES, L.P.
By: D.E. SHAW & CO., L.P., as
General Partner
By: David E. Shaw
Managing Director
By: /s/ Daniel Fishbane
Attorney-in-fact for David E. Shaw
D.E. SHAW INVESTMENTS, L.P.
By: D.E. SHAW & CO., L.P., as
General Partner
By: David E. Shaw
Managing Director
By: /s/ Daniel Fishbane
Attorney-in-fact for David E. Shaw
D.E. SHAW & CO. INTERNATIONAL, L.L.C.
By: D.E. SHAW & CO., INC., as
member manager
By: David E. Shaw
President
By: /s/ Daniel Fishbane
Attorney-in-fact for David E. Shaw
DAVID E. SHAW
By: /s/ Daniel Fishbane
Attorney-in-fact for David E. Shaw
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POWER OF ATTORNEY
FOR CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, DAVID E. SHAW, hereby make, constitute and appoint each of:
Lou Salkind,
Stu Steckler,
Anne Dinning and
Danny Fishbane,
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name, my
individual capacity and/or my capacity as President of D. E. Shaw & Co., Inc.
(acting for itself or as the general partner of D. E. Shaw & Co., L.P.) all
documents, certificates, instruments, statements, other filings and amendments
to the foregoing (collectively, "documents") determined by such person to be
necessary or appropriate to comply with ownership or control-person reporting
requirements imposed by any United States or non-United States governmental or
regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and
13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing or filing any such documents with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person's execution and delivery, furnishing or
filing of the applicable document.
This power of attorney shall be valid from the date hereof.
IN WITNESS WHEREOF, I have executed this instrument as of the date set forth
below.
Date: January 14, 1997
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/s/ David E. Shaw
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David E. Shaw
New York, New York
