SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 3, 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 [ ].
*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:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.0%
14. Type of Reporting Person: PN
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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:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.0%
14. Type of Reporting Person: PN
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1. Name of Reporting Person:
HBK Finance 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:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.0%
14. Type of Reporting Person: PN, BD
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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 the Schedule 13D Statement of HBK
Investments L.P. dated April 18, 1996, as amended by Amendment No.1 dated May
23, 1996 and Amendment No. 2 dated July 31, 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.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated 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"), HBK Main
Street Investments L.P., a Delaware limited partnership ("Main Street") and
HBK Finance, L.P. ("Finance") (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.
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Finance is a Delaware limited partnership, the principal business of
which is acting as a registered broker dealer. The principal address of
Finance, 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, Finance and another
limited partnership.
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.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 (a)-(c) is hereby amended in its entirety to read as follows:
(a)
None of the Item 2 Persons is the beneficial owner of any shares of
Common 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)
During the past 60 days, the Reporting Persons have purchased (P)
and sold (S) Debentures on NASDAQ, as follows:
FACE AMOUNT
OF DEBENTURES
PURCHASED (P) PRICE PER $100
Item 2 Person DATE OR SOLD (S) FACE AMOUNT
Finance 05/02/97 $ 358,000 (P) $ 107.25
Investments (1) 05/02/97 358,000 (P) 107.25
Finance 05/13/97 (500,000)(S) 111.13
Finance 05/14/97 (1,000,000)(S) 111.25
Finance 05/21/97 (500,000)(S) 111.50
Finance 06/03/97 (2,000,000)(S) 115.11
Finance 06/04/97 (5,069,000)(S) 117.10
Investments (1) 06/04/97 (2,638,000)(S) 117.10
Investments (1) 06/04/97 (928,000)(S) 117.10
(1) The Debentures were purchased or sold, as applicable, by HBK Securities
Ltd., which has no beneficial ownership of such shares pursuant to an
Investment Management Agreement with Investments.
In addition, during the past 60 days the Reporting Persons have
purchased (P) and sold (S) Common Stock on the NASDAQ National Market, as
follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
ITEM 2 PERSON DATE OR SOLD (S) SHARE
Finance 05/02/97 (8,700) (S) $ 22.25
Finance 05/02/97 (1,500) (S) 22.75
Investments (1) 05/02/97 (8,800) (S 22.25
Investments (1) 05/02/97 (1,500) (S) 22.75
Finance 05/07/97 (14,000) (S) 23.63
Investments (1) 05/07/97 (6,000) (S) 23.63
Finance 05/13/97 10,000 (P) 24.00
Finance 05/14/97 20,000 (P) 24.00
Finance 05/21/97 11,000 (P) 24.00
Finance 05/28/97 (900) (S) 25.25
Finance 05/28/97 (1,300) (S) 25.13
Investments (2) 05/28/97 (300) (S) 25.25
Investments (2) 05/28/97 (400) (S) 25.13
Finance 05/29/97 (14,000) (S) 25.00
Investments (1) 05/29/97 (6,000) (S) 25.00
Investments (1) 05/30/97 (6,000) (S) 25.00
Finance 05/30/97 (14,000) (S) 25.00
Finance 06/03/97 48,600 (P) 25.38
Finance 06/04/97 (12,700) (S) 26.00
Finance 06/04/97 2,200 (P) 26.00
Investments (2) 06/04/97 700 (P) 26.00
Investments (1) 06/04/97 (9,000) (S) 26.00
(1) The shares were purchased or sold, as applicable, by HBK Securities Ltd.,
which has no beneficial ownership of such shares pursuant to an Investment
Management Agreement with Investments.
(2) The shares were purchased or sold, as applicable, by HBK Offshore Fund,
Ltd., which has no beneficial ownership of such shares pursuant to an
Investment Management Agreement with Investments.
(d) No material change.
(e) On March 25, 1997, Main Street ceased to be the owner of more
than five percent of the Common Stock. On June 4, 1997, the other Reporting
Persons ceased to be the beneficial owners of greater than five percent of the
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No material change.
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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: June 6, 1997
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)
HBK FINANCE L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (3)
(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.
(3) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
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,
Principal (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes,
Principal (2)
HBK MAIN FINANCE L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes,
Principal (3)
(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.
(3) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
