<PAGE>
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 Per Share
-------------------------------------------------------------
(Title of Class of Securities)
922248 10 9
-------------------------------------------------------------
(CUSIP Number)
Rochelle Elias
Compliance Director
D. E. Shaw & Co., L.P.
120 West 45th Street
39th Floor
New York, New York 10036
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1997
-------------------------------------------------------------
(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 this 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
<PAGE>
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).
================================================================================
(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 356,352
- --------------------------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
- --------------------------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
356,352
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
356,352
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
<PAGE>
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.8%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
HC, CO
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
(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 283,311
- --------------------------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
- --------------------------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
283,311
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
<PAGE>
283,311
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.6%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
(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 161,576
- --------------------------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
- --------------------------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
161,576
- --------------------------------------------------------------------------------
<PAGE>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
161,576
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.6.%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
BD, PN
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
(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 121,735
- --------------------------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING -0-
- --------------------------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
<PAGE>
121,735
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
121,735
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.0%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
BD, PN
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
(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 73,041
- --------------------------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
<PAGE>
REPORTING -0-
- --------------------------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
73,041
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
73,041
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.2%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
(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 356,352
- --------------------------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
<PAGE>
REPORTING -0-
- --------------------------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
356,352
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
356,352
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.8%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- --------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, Par Value $.10 Per Share (the
"Shares") of the Varlen Corporation (the "Company"). The Reporting Persons do
not currently hold the Shares; however they have the right to acquire beneficial
ownership of the Shares (as beneficial ownership is defined in Rule 13d-3)
through conversion of their holdings of the 6.5% Convertible Debentures
(maturity June 1, 2003) of the Company (the "Convertible Debentures").
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.
(a) This Schedule is filed on behalf of (i) D. E. Shaw & Co., Inc., ("DESCO
Inc"), a Delaware corporation; (ii) D. E. Shaw & Co., L.P. ("DESCO LP"), a
Delaware limited partnership; (iii) D. E. Shaw Securities, L.P. ("SecLP"), a
Delaware limited partnership; (iv) D. E. Shaw Investments, L.P. ("InvLP"), a
Delaware limited partnership; (v) D. E. Shaw & Co. International, L.L.C.
("IntlLLC"), a Delaware limited liability company; and (vi) Mr. David E. Shaw
("David Shaw").
David Shaw is the President and sole shareholder of DESCO Inc. David
Shaw and Mr. Derrick Cephas are the sole directors of DESCO Inc. Mr. Richard
Allen is the Secretary of DESCO Inc.
The General Partner of DESCO LP is DESCO Inc.
The General Partner of SecLP is DESCO LP.
<PAGE>
The General Partner of InvLP is DESCO LP.
DESCO Inc is Member Manager and David Shaw is Member of IntlLLC.
The reporting entities and individual (collectively, the "Reporting
Persons") are making a joint filing pursuant to Rule 13d-1(f) because, by reason
of the relationship as described herein, they may be deemed to be a "group"
within the meaning of Section 13(d)(3) with respect to acquiring, holding and
disposing of the Shares.
By virtue of David Shaw's positions, described above, as Member of
IntlLLC as well as President and sole shareholder of DESCO Inc, itself Member
Manager of IntlLLC and the General Partner of DESCO LP, which, in turn, is the
General Partner of both SecLP and InvLP, David Shaw may be deemed to have the
shared power to vote or direct the vote of, and the shared power to dispose or
direct the disposition of, the 356,352 Shares beneficially owned by DESCO Inc,
constituting 5.8% of the outstanding shares and, therefore, David Shaw may be
deemed to be the beneficial owner of such Shares. David Shaw disclaims
beneficial ownership of such 356,352 Shares.
(b) The address of the principal place of business and principal office of each
person, except Derrick Cephas, referred to in paragraph (a) is 120 West 45th
Street, 39th Floor, New York, New York 10036. The address of the principal place
of business and principal office of Mr. Derrick Cephas is 100 Maiden Lane, New
York, New York 10038.
(c) The principal business of DESCO Inc is that of Member Manager of IntlLLC and
General Partner of DESCO LP.
The principal business of DESCO LP is that of General Partner of SecLP,
InvLP and affiliated partnerships.
The principal business of SecLP is that of a registered broker/dealer,
engaged in the purchase and sale of securities for the accounts of its
customers. As a registered broker/dealer, SecLP also engages in the purchase and
sale of securities for investment for its own account.
The principal business of InvLP is that of a registered broker/dealer,
engaged in the purchase and sale of securities for investment for its own
account.
The principal business of IntlLLC is that of investment manager with
respect to funds it manages.
The principal occupation of David Shaw is as President and a director
of DESCO Inc. and Member of IntlLLC.
The principal occupation of Mr. Derrick Cephas is as Partner at the
firm of Cadwalader, Wickersham & Taft.
The principal occupation of Mr. Richard Allen is as Secretary of DESCO
Inc.
<PAGE>
(d) None of the persons referred to in paragraph (a) above has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
(f) Each individual referred to in paragraph (a) above is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As noted above, no Shares are held directly by the Reporting Persons. The
following information concerns the source and amount of funds used for the
purchase of the Convertible Debentures by the Reporting Persons.
3,650 Convertible Debentures are held directly by SecLP, 2,750 Convertible
Debentures are held directly by InvLP, and 1,650 Convertible Debentures are held
directly by a fund for which IntlLLC serves as investment manager ("the Managed
Fund"). By reason of the provisions of Rule 13d-3, DESCO LP may be deemed to
beneficially own 6,400 Convertible Debentures (comprising the Convertible
Debentures owned directly by SecLP and InvLP). In addition, DESCO Inc may be
deemed to beneficially own 8,050 Convertible Debentures (comprising the
Convertible Debentures owned directly by SecLP, InvLP and the Managed Fund).
Further, David Shaw may be deemed to beneficially own 8,050 Convertible
Debentures (comprising the Convertible Debentures owned directly by SecLP, InvLP
and the Managed Fund). David Shaw disclaims beneficial ownership of such 8,050
Convertible Debentures.
The amount of funds (excluding commissions and/or fees) used for the purchases
of the Convertible Debentures by SecLP was $4,226,205, the amount of funds
(excluding commissions and/or fees) used for the purchases of the Convertible
Debentures by InvLP was $3,187,841, and the amount of funds (excluding
commissions and/or fees) used for the purchases of the Convertible Debentures by
IntlLLC was $1,913,899.
The Convertible Debentures purchased by SecLP were purchased with its
investment capital (the capital contributed by its partners). Margin credit may
have been extended by Bear, Stearns Securities Corp., which extends margin
credit as and when required to open or carry positions in its margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firm's credit policies with respect to SecLP. The positions held in the margin
accounts, including the Convertible Debentures, are pledged as collateral
security for the repayment of debit balances in the respective accounts.
<PAGE>
The Convertible Debentures purchased by InvLP were purchased with its
investment capital (the capital contributed by its partners). Margin credit may
have been extended by Bear, Stearns Securities Corp., which extends margin
credit as and when required to open or carry positions in its margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firm's credit policies with respect to InvLP. The positions held in the margin
accounts, including the Convertible Debentures, are pledged as collateral
security for the repayment of debit balances in the respective accounts.
The Convertible Debentures purchased by IntlLLC were purchased with the
capital of the funds for which it serves as investment manager. Margin credit
may have been extended by Bear, Stearns International, Ltd., which extends
margin credit as and when required to open or carry positions in its margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and such firm's credit policies with respect to IntlLLC. The positions held in
the margin accounts, including the Convertible Debentures, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
ITEM 4. PURPOSE OF THE TRANSACTION.
As previously noted, no Shares are held directly by the Reporting
Persons. However, the Reporting Persons do hold or manage 8,050 Convertible
Debentures.
The Reporting Persons have acquired the Convertible Debentures for
investment purposes and in the ordinary course of business. In the ordinary
course of their business, the Reporting Persons may acquire further Convertible
Debentures or Shares from time to time and may dispose of any or all of the
Convertible Debentures or Shares held by them at any time.
Other than as set forth above, none of the Reporting Persons has any
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D.
The Reporting Persons may, at any time and from time to time, review or
reconsider their position with respect to any of such matters, but have no
present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentage of Shares reported beneficially owned by each person herein
is based on the sum of 5,780,822 Shares outstanding as of April 1, 1997 (as
indicated in the Company's most recent form 10K, for the fiscal year ended
January 31,1997) and the 356,353 Shares for which the Reporting Persons have the
right to acquire beneficial ownership.
As of June 4, 1997:
(i) By reason of the provisions of Rule 13d-3 of the Act and by reason of its
beneficial ownership of the Convertible Debentures, DESCO Inc may be
<PAGE>
deemed to own beneficially 356,352 Shares, comprising the Shares beneficially
owned by SecLP, InvLP and IntlLLC. Thus, DESCO Inc may be deemed to beneficially
own approximately 5.8% 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 the Convertible Debentures, DESCO LP may be deemed to
own beneficially 283,311 Shares, comprising the Shares beneficially owned by
SecLP and InvLP. Thus, DESCO LP may be deemed to beneficially own approximately
4.6% of the shares outstanding.
(iii) By reason of its ownership of the Convertible Debentures, SecLP
beneficially owns 161,576 Shares, constituting approximately 2.6% of the shares
outstanding.
(iv) By reason of its ownership of the Convertible Debentures, InvLP
beneficially owns 121,735 Shares, constituting approximately 2.0% of the shares
outstanding.
(v) By reason of its ownership of the Convertible Debentures, IntlLLC
beneficially owns 73,041 Shares, constituting approximately 1.2% 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 the Convertible
Debentures, David Shaw may be deemed to own beneficially 356,352 Shares,
comprising the Shares beneficially owned by SecLP, InvLP and IntlLLC. Thus,
David Shaw may be deemed to beneficially own approximately 5.8% of the
outstanding shares. David Shaw disclaims beneficial ownership of such 356,352
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 the 60th day prior to
June 4, 1997 until June 4, 1997.
(d) No person other than each Reporting Person 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
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
person specifically with respect to any securities of the issuer. There are
certain agreements, which reflect the general relationship among the persons
named in Item 2, which, among other things, may
<PAGE>
govern generally the division of profits or loss among the persons named in Item
2. These agreements include limited partnership agreements of DESCO LP, SecLP
and InvLP and an investment management agreement between IntlLLC and the Managed
Fund.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There is filed herewith as an Exhibit: (1) a written agreement relating
to the filing of joint acquisition statements, as required by Rule 13d-1(f)(1)
of the Securities and Exchange Act of 1934.
<PAGE>
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.
June 16, 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
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all amendments to
this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other
persons, except to the extent that he or it knows or has reason to believe that
such information is inaccurate. A Power of Attorney, dated January 14, 1997,
granted by David Shaw in favor of Daniel Fishbane, is attached hereto.
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
<PAGE>
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
<PAGE>
SCHEDULE A
Transactions in the class of securities (the Shares) for which this Schedule 13D
is filed during the period from the 60th day prior to June 4, 1997 until June 4,
1997. All transactions were short sales and were effected over NASDAQ.
Transaction Date Of Number Of shares Price Per
Effected By Purchase Sold Short Share
- ------------------ -------- ---------------- ---------
SecLP 970514 (9000) 24.0
IntlLLC 970514 (4000) 24.0
InvLP 970514 (7000) 24.0
InvLP 970515 (1500) 23.75
IntlLLC 970515 (900) 23.75
SecLP 970515 (1900) 23.75
SecLP 970522 (15700) 24.0
IntlLLC 970522 (7000) 24.0
InvLP 970522 (12100) 24.0
InvLP 970523 (8700) 24.5
IntlLLC 970523 (5000) 24.5
SecLP 970523 (11300) 24.5
IntlLLC 970528 (2600) 25.0
InvLP 970528 (4800) 25.0
SecLP 970528 (5900) 25.0
SecLP 970603 (8000) 25.25
SecLP 970603 (11600) 25.375
IntlLLC 970603 (5100) 25.375
InvLP 970603 (9000) 25.375
SecLP 970604 (30000) 26.0
IntlLLC 970604 (17700) 26.0
InvLP 970604 (27300) 26.0
InvLP 970609 (13700) 25.976
IntlLLC 970609 (8100) 25.976
SecLP 970609 (18200) 25.976
<PAGE>
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
DAVID E. SHAW
/s/ David E. Shaw
New York, New York
