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: September 5, 1997
(Date of Earliest
Event Reported)
VARLEN CORPORATION
(Exact Name of Registrant 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)
(630) 420-0400
(Registrant's Telephone Number
Including Area Code)
Items 1 through 4, 6, 8 and 9. Not applicable.
Item 5. Other Events
On September 5, 1997, the Registrant issued a press release
regarding the completion of its call on its 6 1/2 Percent
Convertible Subordinated Debentures due 2003.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
(99) Press release, dated September 5, 1997,
regarding the completion of the Registrant's call on
its 6 1/2 Percent Convertible Subordinated
Debentures due 2003.
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)
September 10, 1997 By: /s/ Richard A. Nunemaker
Richard A. Nunemaker
Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
For Further Information
Richard L. Wellek,
Chairman and CEO, or
Richard A. Nunemaker,
Vice President, Finance, and CFO
(630) 420-0400
FOR IMMEDIATE RELEASE
FRIDAY, SEPTEMBER 5, 1997
VARLEN COMPLETES CALL OF 6-1/2 PERCENT
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
NAPERVILLE, IL, September 5, 1997 -- Varlen Corporation
(NASDAQ:VRLN) announced today that its call for the redemption of
its outstanding 6-1/2 Percent Convertible Subordinated Debentures
due 2003 has been completed.
As a result of the August 20, 1997 call for redemption,
substantially all of the Debentures were voluntarily converted
into approximately 2.42 million shares of Varlen Common Stock.
With the completion of the conversions, Varlen now has
approximately 8.85 million shares of Common Stock outstanding.
Varlen is a leading manufacturer of precision engineered
transportation products for the railroad, heavy-duty
truck/trailer and automotive industries, and petroleum analyzers.
The company, headquartered in a Chicago suburb, manufactures its
products in 24 facilities in the United States and Europe and
sells them to customers around the world. Varlen's common stock
is traded on Nasdaq's National Market under the symbol VRLN.
-30-
