SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20579
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.7)
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
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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)
July 18, 1996
(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
[ ]
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CUSIP NO. 107061103
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 ###-##-####
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions)
Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6) Citizenship or Place of Organization Virginia
Number of Shares 7) Sole Voting Power
Beneficially owned Needham B. Whitfield -0-
by Each Reporting Anne Whitfield Kenny -0-
Person with
8) Shared Voting Power
Estate of Mildred F. Whitfield -0-
Needham B. Whitfield -0-
Anne Whitfield Kenny -0-
9) Sole Dispositive Power
Needham B. Whitfield -0-
Anne Whitfield Kenny -0-
10) Shared Dispositive Power
Estate of Mildred F. Whitfield -0-
Needham B. Whitfield -0-
Anne Whitfield Kenny -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
Estate of Mildred F. Whitfield -0-
Needham B. Whitfield -0-
Anne Whitfield Kenny -0-
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
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13) Percent of Class Represented by Amount in Row (11)
-0-
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
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has been the Chief Executive Officer of the Company, the principal business
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 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 made tender offer as
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disclosed in a Tender Offer Statement on Schedule 14D-1, dated June 20,
1996, to purchase all the outstanding shares of the Company's Common Stock
(the "Shares") at $16.125 per share net to the seller in cash, without
interest (the "Merger Consideration"), upon the terms and conditions set
forth in the related Offer to Purchase, dated June 20, 1996 (the "Offer").
Following expiration of the Offer on July 18, 1996, Purchaser accepted for
payment and purchased 9,339,986 Shares (approximately 91.5% of the
outstanding Shares). In connection with the Offer, the reporting persons
entered into a Shareholder Tender Agreement dated as of June 15, 1996, with
Varlen and Purchaser (the "Shareholder Tender Agreement). Pursuant to the
terms of the Shareholder Tender Agreement, the reporting persons tendered
pursuant to the Offer, in exchange for the Merger Consideration, all
Shares owned of record or beneficially by the reporting persons (except as
set forth in Item 5), including the Shares previously reported on
Amendment 6 to this Schedule 13D. 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, as the surviving corporation, will become a wholly-owned
subsidiary of Varlen. At the effective time of the Merger (the "Effective
Time"), each Share then outstanding (other than shares held by Varlen,
Purchaser or any other wholly-owned subsidiary of Varlen) will be converted
into the right to receive $16.125 in cash or any higher price per share
paid in the Offer.
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Other than as outlined above, the reporting persons have no plans
or proposals, individually or collectively, to dispose of a material amount
of Shares, 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.
As a result of the disposition of Shares in the Offer, the Estate
of Mildred F. Whitfield is no longer the beneficial owner of any Shares
As a result of the disposition of Shares in the Offer, Needham B.
Whitfield is no longer the beneficial owner of any Shares other than 21,443
shares of Restricted Stock issued under the Company's 1987 Restricted Stock
Plan which were not freely transferable at the time of the Tender Offer;
all of such Restricted Shares will be cancelled and converted into the
right to receive the Merger Consideration at the Effective Time of the
Merger. In addition, the beneficial ownership reported for Mr. Whitfield
does not include 25,600 shares subject to employee stock option grants
under the Company's 1988 Stock Option Plan, which, if still outstanding at
the Effective Time will be cancelled and converted into the right to
receive the consideration specified in the Acquisition Agreement.
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As a result of the disposition of Shares in the Offer, Anne
Whitfield Kenny is no longer the beneficial owner of any Shares.
Except as described herein, and other than gifts to charitable
institutions of 40,000 and 10,000 made by Anne Whitfield Kenny and Needham
B. Whitfield, respectively, at various times in June, 1996, none of the
reporting persons has effected any transactions in the Shares 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
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 were 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. 7 to Schedule 13D is filed on behalf of each of
them.
July 26, 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
