SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20579
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.6)
ESTATE OF MILDRED F. WHITFIELD
NEEDHAM B. WHITFIELD
ANNE WHITFIELD KENNY
(NAME OF PERSONS FILING STATEMENT)
BRENCO, INC.
NAME OF ISSUER
COMMON STOCK, $1.00 PAR VALUE
TITLE OF CLASS SECURITIES
107061 10 3
MR. NEEDHAM B. WHITFIELD
BRENCO, INCORPORATED
ONE PARK CIRCLE, WEST, SUITE 201
MIDLOTHIAN, VIRGINIA 23113
(804) 794-1436
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVED NOTICES AND COMMUNICATIONS)
June 15, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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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
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CUSIP NO. 107061103
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1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Estate of Mildred F. Whitfield 52-6601411
Needham B. Whitfield ###-##-####
Anne Whitfield Kenny ###-##-####
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2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions)
Not Applicable
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
Not Applicable
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6) Citizenship or Place of Organization
Virginia
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Number of Shares 7) Sole Voting Power
Beneficially owned Needham B. Whitfield 687,727 (6.7%)
by Each Reporting Anne Whitfield Kenny 1,024,370 (10%)
Person with
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8) Shared Voting Power
Estate of Mildred F. Whitfield 250,000 (2.4%)
Needham B. Whitfield 396,246 (3.9%)*
Anne Whitfield Kenny 250,000 (2.4%)*
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9) Sole Dispositive Power
Needham B. Whitfield 687,727 (6.7%)
Anne Whitfield Kenny 1,024,370 (10%)
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10) Shared Dispositive Power
Estate of Mildred F. Whitfield 250,000 (2.4%)
Needham B. Whitfield 396,246 (3.9%)*
Anne Whitfield Kenny 250,000 (2.4%)*
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person
Estate of Mildred F. Whitfield 250,000 (2.4%)
Needham B. Whitfield 1,083,973 (10.6%)
Anne Whitfield Kenny 1,274,370 (12.5%)*
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain (See Instructions)
[X]
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13) Percent of Class Represented by Amount in Row (11)
See Row 11
*Includes the 250,000 also reported for Estate
of Mildred F. Whitfield
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14) Type of Reporting Persons (See Instruction)
OO
IN
IN
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Item 1. Security and Issuer.
This statement relates to the Common Stock ($1.00 par value) of
Brenco, Incorporated, P.O. Box 389, Petersburg, Virginia 23803 (the
"Company").
Item 2. Identity Background.
The following information is furnished with respect to the
persons filing this statement, all of whom are citizens of the United
States (collectively referred to as the "reporting persons"):
(1) Estate of Mildred F. Whitfield, which has no residence
address but whose business address is c/o C. Daniel Stevens, Esq., 1200
Mutual Building, 909 East Main Street, Richmond, Virginia 23219, is not
employed, has had no material occupation, positions, offices or employments
during the last five (5) years, and has not during the last five (5) years,
been convicted in any criminal proceeding. The Estate has not, during the
last five (5) years, been a party to any civil proceedings resulting in 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. The co-executors
of the Estate are Needham B. Whitfield and Anne Whitfield Kenny.
(2) Needham B. Whitfield's business address is One Park West
Circle, Suite 201 Midlothian, Virginia 23113, and his home address is
13530 Stonegate Road Midlothian, Virginia 23113. From 1979 until August
1989, Mr. Whitfield was a principal in the firm of Harper & Whitfield,
P.C., Certified Public Accountants, Farmington Commons, 890 Farmington
Avenue, Farmington, Connecticut 06032. Since August 1989, Mr. Whitfield
has been the Chief Executive Officer of the Company, the principal business
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office of which is given under Item 1. Mr. Whitfield has not, during the
last five (5) years, been convicted in any criminal proceeding nor has Mr.
Whitfield, during the last five (5) years, been a party to any civil
proceeding resulting in 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.
(3) Anne Whitfield Kenny, who has no business address and whose
residence address is 206 Gun Club Road, Richmond, Virginia 23235, works in
the home, has had no other material occupations, positions, offices or
employments during the last five (5) years, and has not during the last
five (5) years, been convicted in a any criminal proceeding. Mrs. Kenny,
has not, during the last five (5) years, been a party to any civil
proceeding resulting in 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.
Item 3. Source and Amount of Funds.
Not Applicable.
Item 4. Purpose of Transaction.
The Company has entered into an Acquisition Agreement dated as of
June 15, 1996 ("Acquisition Agreement"), by and among the Company, Varlen
Corporation, a Delaware corporation ("Varlen") and its wholly-owned
subsidiary, BAS, Inc., a Virginia corporation ("Purchaser"). Pursuant to
the Acquisition Agreement, Varlen and the Purchaser are making a tender
offer as disclosed in a Tender Offer Statement on Schedule 14D-1, dated
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June 20, 1996, to purchase all the outstanding shares of the Company's
Common Stock at $16.125 per share net to the seller in cash, without
interest, upon the terms and conditions set forth in the related Offer to
Purchase, dated June 20, 1996 (the "Offer"). In connection with the Offer,
the reporting persons have entered into a Shareholder Tender Agreement
dated as of June 15, 1996, with Varlen and Purchaser (the "Shareholder
Tender Agreement). Pursuant to the terms and conditions of the Shareholder
Tender Agreement, the reporting persons have agreed to tender pursuant to
the Offer (and not withdraw, subject to the right not to tender or withdraw
in the event of a superior offer) all Shares owned of record or
beneficially by the reporting persons which includes all Shares covered by
this Schedule 13D. The Shareholder Tender Agreement will remain in effect
until the earlier of the (i) the termination of the Acquisition Agreement
or (ii) the Effective Time of the Merger (as hereinafter defined).
Pursuant to the Acquisition Agreement, as soon as practicable after
completion of the Offer and satisfaction or waiver, if permissible, of all
conditions of the Acquisition Agreement, Purchaser will be merged with and
into the Company (the "Merger") and the Company will become a wholly-owned
subsidiary of Varlen. At the effective time of the Merger (the "Effective
Time"), each share of Common Stock then outstanding (other than shares held
by Varlen, Purchaser or any other wholly-owned subsidiary of Varlen and
shares held by stockholders who perfect their dissenters' rights, if any,
under applicable Virginia corporate law) will be converted into the right
to receive $16.125 in cash or any higher price per share paid in the Offer.
Other than as outlined above, the reporting persons have no plans
or proposals, individually or collectively, to dispose of a material amount
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of the shares covered by this report, to liquidate the Company, sell the
assets of the Company, merge the Company with any other persons, or make
any other major changes in the management, capitalization, dividend policy,
business or corporate structure of the Company.
Needham B. Whitfield is Chairman of the Board and Chief Executive
Officer of the Company and is the son of Mildred F. Whitfield and the
brother of Anne Whitfield Kenny. Anne Whitfield Kenny is the daughter of
Mildred F. Whitfield, the sister of Needham B. Whitfield and the wife of
John C. Kenny, a director of the Company. Needham B. Whitfield and Anne
Whitfield Kenny are co-executors of the Estate of Mildred F. Whitfield.
Item 5. Interest in Securities of the Issuer.
The Estate of Mildred F. Whitfield is the beneficial owner of
250,000 shares (2.4%) of the Company's Common Stock. Needham B. Whitfield
and Anne Whitfield Kenny also have voting and dispositive power with
respect to these shares as co-executors of the Estate, and accordingly,
these shares are also included in the beneficial ownership reported for
Mr. Whitfield and Mrs. Kenny.
Needham B. Whitfield is the beneficial owner of a total of
1,083,973 shares (10.6%) of the Company's Common Stock, including those
shares also reported in the beneficial ownership of the Estate. Mr.
Whitfield's beneficial ownership includes: (i) 295,567 shares (2.9%) owned
directly by Mr. Whitfield as to which he has sole voting and dispositive
power; (ii) an aggregate of 192,360 shares (1.9%) held in four trusts
established under the Will of George H. Whitfield for the benefit of Mr.
Whitfield (income beneficiary) and his children, as to which Mr. Whitfield
is co-trustee with NationsBank of Virginia, N.A., and over which shares he
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has sole voting and dispositive power; (iii) an aggregate of 2,000 shares
(.02%) held as custodian for the two minor children of Mr. Whitfield's
former partner, as to which Mr. Whitfield has sole voting and dispositive
power; (iv) an aggregate of 100,000 shares (.9%) owned by two charitable
foundations, as to which he has sole voting and dispositive power; (v)
250,000 shares (2.4%) held by the Estate as to which he also shares voting
and dispositive power with Anne Whitfield Kenny as a co-executor of the
Estate; (vi) an aggregate of 30,164 shares (.3%) held in two trusts for the
benefit of Mr. Whitfield's adult children, as to which Mr. Whitfield is co-
trustee with the respective children, with whom he shares voting and
dispositive powers; (vii) an aggregate of 116,082 shares (1.1%) in various
trusts for the benefit of his two minor children, as to which Mr. Whitfield
is co-trustee with his wife, with whom he shares voting and dispositive
power and (viii) an aggregate of 97,800 shares (.9%) held for the benefit
of two children of Mr. Whitfield in trusts established pursuant to the will
of Mildred F. Whitfield, as to which Mr. Whitfield is co-trustee and over
which shares he has sole voting and dispositive power. The beneficial
ownership reported for Mr. Whitfield does not include 25,600 shares subject
to employee stock option grants. Mr. Whitfield also disclaims beneficial
ownership of those shares set forth in (iii), (iv), (vi), (vii) and (viii).
Anne Whitfield Kenny is the beneficial owner of a total of
1,274,370 shares (12.5%) of the Company's Common Stock, including those
shares also reported in the beneficial ownership of the Estate. Mrs.
Kenny's beneficial ownership includes: (i) 643,800 shares (6.3%) owned
directly by Mrs. Kenny as to which she has sole voting and dispositive
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power; (ii) 250,000 shares (2.4%) held by the Estate as to which she also
shares voting and dispositive power with Needham B. Whitfield as co-
executor of the Estate; (iii) 192,360 shares (1.9%) held in a trust
established under the Will of George H. Whitfield for the benefit of Anne
Whitfield Kenny (income beneficiary) and her children, as to which Mrs.
Kenny is co-trustee with NationsBank of Virginia, N.A., and over which she
has sole voting and dispositive power; (iv) 95,625 shares (.9%) held for
the benefit of Mrs. Kenny's two children in trusts established pursuant to
the will of Mildred F. Whitfield, as to which Mrs. Kenny is co-trustee and
over which shares she has sole voting and dispositive power; and (v) 92,585
shares (.9%) owned by a charitable foundation as to which she has sole
voting and dispositive power. Mrs. Kenny disclaims beneficial ownership of
those shares set forth in (iv) and (v). The beneficial ownership for Mrs.
Kenny does not include 7000 shares owned by Mrs. Kenny's husband,
individually and as custodian, which she may be deemed to own beneficially
under certain SEC rules, as to which she disclaims beneficial ownership.
None of the reporting persons has effected any transactions in
the Company's Common Stock within 60 days of the date of this statement.
Item 6. Contracts, Arrangements or Understandings With Respect
to Securities of the Issuer.
See Item 4
Item 7. Materials to Be Filed as Exhibits.
A copy of the Certificate of Qualification of Needham B.
Whitfield and Anne Whitfield Kenny as co-executors of the Estate, pursuant
to which this report is signed on behalf of the Estate, has been previously
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filed with Amendment No. 4 to this Schedule 13D and is herein incorporated
by reference. The agreement of the parties pursuant to Rule 13d-
1(f)(1)(iii) under the Securities Exchange Act of 1934 is included under
the "Signatures" below.
Copies of the Acquisition Agreement and the Shareholder Tender
Agreement are filed as Exhibits C and D to the Company's Schedule 14D-9
dated June 20, 1996 and are incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best knowledge and behalf of
the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct and the undersigned each agree
that this Amendment No. 6 to Schedule 13D is filed on behalf of each of
them.
June 20, 1996 /s/ Needham B. Whitfield
Estate of Mildred F. Whitfield
By Needham B. Whitfield,
Co-Executor
/s/ Anne Whitfield Kenny
Estate of Mildred F. Whitfield
By Anne Whitfield Kenny,
Co-Executor
/s/ Needham B. Whitfield
Needham B. Whitfield
Individually, as Co-Executor,
Custodian and as
Co-Trustee
/s/ Anne Whitfield Kenny
Anne Whitfield Kenny,
Individually, as Co-Executor,
and as Co-Trustee
