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: February 2, 1999
(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 February 2, 1999, the Registrant issued a press release
regarding the election of Raymond A. Jean as president and chief
executive officer of Varlen Corporation.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
(99) Press release, dated February 2, 1999,
regarding the election of Raymond A. Jean as
president and chief executive officer of Varlen
Corporation.
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)
February 3, 1999 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 A. Nunemaker,
Vice President, Finance, and CFO, or
Raymond A. Jean,
President and CEO
(630) 420-0400
FOR IMMEDIATE RELEASE
TUESDAY, FEBRUARY 2, 1999
VARLEN ELECTS
JEAN TO CHIEF EXECUTIVE OFFICER
Wellek to Remain as Chairman of the Board
NAPERVILLE, IL, February 2 -- Varlen Corporation
(NASDAQ:VRLN), a leader in transportation products
and petroleum analyzers, today announced Raymond A.
Jean's promotion to chief executive officer, in
addition to his current position as president and a
director. Richard L. Wellek has retired as the
company's chief executive officer but will remain its
nonexecutive chairman of the board. These changes are
a part of Varlen's management succession plan,
announced in May 1998.
Growth Strategies in Place at All Operations
"Under Dick Wellek's leadership, Varlen outperformed
its markets by developing strong brand identities,
superior process technology, and effective
productivity programs," Jean said. "We will build on
this position through the growth strategies in place
at each of our businesses. For example, we will
continue to increase the content per vehicle in our
heavy-duty truck and trailer business by partnering
with our large OEM customers to help them reduce the
weight of their vehicles. At our railroad products
group, we expect to continue benefiting from leading
share positions and healthy U.S. market conditions
while capitalizing on growth opportunities through
strategic acquisitions made in Europe in recent
years. Our automotive unit should see higher sales
as we offer more engineered components and solutions,
particularly to the expanding light truck and sport
utility vehicle market -- including our Means one-way
clutch. The petroleum analyzer operation should
benefit from the new technology platform we acquired
in late 1997. As a result, we believe Varlen will
have another strong year in 1999 and continue to
outperform its markets in the coming years."
MORE... VARLEN
CORPORATION
ADD ONE
"Ray Jean has played an integral role in developing
Varlen's goals and growth strategies over the last 10
years," said Wellek. "The board of directors and I
are pleased to have a person with his leadership
skills, strategic acumen and great knowledge of
Varlen and its markets at the helm of our company."
Jean, 56, was elected to the board of directors in
August 1997 after having been promoted to president
in May of that year. He
had been executive vice president and chief operating
officer since 1993, with operating responsibilities
for all Varlen's subsidiaries. Jean joined Varlen in
1988, serving as group vice president until his
promotion in 1993. Before coming to Varlen, Jean
held a number of executive positions with Pneumo/Abex
Corp., a subsidiary of IC Industries, where his
latest position was as group vice president, fluid
power. Prior to this, Jean held senior management
positions with Evans Products Co.; Gulf & Western,
Inc.; and Allis-Chalmers Corp. He holds a bachelor's
degree in engineering physics from the University of
Maine, and a master's degree in business
administration from the University of Chicago.
Jean serves on the board for Lindberg Corporation and
is a member of the Society of Manufacturing
Engineering and the Economic Club of Chicago. He and
his wife Louise have three adult children and live in
Lake Forest, Illinois.
Wellek, 60, joined Varlen in 1972 when it acquired a
company where he was an executive. He was elected
chairman of the board in May 1997, in addition to his
post as chief executive officer, which Wellek had
filled since being named president in December 1983.
Prior to this, he was group executive -- metals, and
before that held a series of senior management
positions with a company subsidiary. Wellek is a
graduate of the University of Illinois College of
Commerce and Business Administration, with a
bachelor's degree in industrial management. After
graduation, he served as an officer in the United
States Air Force for three years. Wellek and his
wife Susan have three grown children and live in
Northbrook, Illinois.
Varlen is a leading manufacturer of precision
engineered transportation products for the railroad,
heavy-duty truck/trailer and automotive industries,
and of petroleum analyzers. The company,
headquartered in a Chicago suburb, manufactures its
products in 29 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.
This news release contains forward-looking statements
that are based on assumptions about a number of
important factors and involve risks and uncertainties
that could cause actual results to differ materially
from what appears here. These risk factors specific
to this news release include reversal of market
trends, decreased demand for products, loss of key
customers, plus additional factors that may be
detailed from time to time in Varlen's Securities and
Exchange Commission filings. Varlen assumes no
obligation to update its forward-looking statements.
For Further Information on Varlen by FAX, Dial 1-800-PRO-INFO, ext. VRLN
or Visit www.frbinc.com on the INTERNET
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