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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
_________________________
VALLEN CORPORATION
(Name of Subject Company)
VALLEN CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $.50 per share
(Title of Class of Securities)
919260109
(CUSIP Number of Class of Securities)
_________________________
James W. Thompson
Chief Executive Officer
Vallen Corporation
13333 Northwest Freeway
Houston, Texas 77040
(713) 462-8700
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
with copies to:
John B. Clutterbuck
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002-2778
(713) 225-7000
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This Amendment No. 1 amends and supplements the Solicitation Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") by Vallen Corporation, a Texas corporation (the "Company"),
on November 19, 1999 (as hereinafter amended, the "Schedule 14D-9") and relates
to the tender offer made by Shield Acquisition Corporation, a Texas corporation
and an indirect wholly owned subsidiary of Hagemeyer N.V., a company organized
under the laws of the Netherlands ("Hagemeyer"), disclosed in a Tender Offer
Statement on Schedule 14D-1 filed with the Commission on November 19, 1999, to
purchase all of the outstanding shares of the Company's common stock, par value
$0.50 per share (the "Common Stock") net to the seller in cash, on the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
November 19, 1999 and the related Letter of Transmittal. The purpose of this
Amendment No. 1 is to amend Items 8 and 9 of the Schedule 14D-9, as set forth
below. Terms defined in the Schedule 14D-9 are used in this Amendment No. 1
with the same meanings as provided in the Schedule 14D-9.
Item 8. Additional Information to Be Furnished
Item 8 of the Schedule 14D-9 is amended to add the following:
"The following additional events have occurred:
(a) On December 7, 1999, the Company announced that the waiting period
under the Hart Scott Rodino Antitrust Improvements Act of 1976 applicable
to the Offer has expired. A copy of the press release issued by Hagemeyer
and the Company is attached hereto as Exhibit (a)(11) and is incorporated
herein by reference."
Item 9. Material to Be Filed as Exhibits
Exhibit
No. Document
- ---------- --------
99(a)(11) Press release issued by Company and Parent dated December 7, 1999
announcing the expiration of the waiting period under the Hart Scott
Rodino Antitrust Improvements Act of 1976.
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SIGNATURE
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.
VALLEN CORPORATION
/s/ LEIGHTON J. STEPHENSON
--------------------------
Leighton J. Stephenson,
Vice President-Finance
Dated: December 7, 1999
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EXHIBIT (a)(11)
JOINT NEWS RELEASE
Tuesday, December 7, 1999
FOR IMMEDIATE RELEASE
Contact:
Vallen Corporation (James Thompson or Leighton Stephenson): (713) 462-8700
Hagemeyer P.P.S. North America, Inc. (David G. Gundling): (770) 541-6151
VALLEN AND HAGEMEYER ANNOUNCE ANTITRUST CLEARANCE
FOR HAGEMEYER TO ACQUIRE VALLEN
HOUSTON, TEXAS; ATLANTA, GEORGIA: December 7, 1999 - Vallen Corporation
(NASDAQ: VALN) and Hagemeyer P.P.S. North America, Inc. jointly announced today
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 applicable to the tender offer for all of the issued and outstanding
stock of Vallen has expired, thereby clearing the way for Hagemeyer P.P.S. North
America, Inc. to proceed with its acquisition of Vallen.
As previously announced, on November 14, 1999, Vallen and Hagemeyer P.P.S North
America, Inc. signed a definitive agreement for the acquisition of Vallen
through a cash tender offer and merger at a price of $25.00 in cash for each
Vallen share. Unless extended, the tender offer is scheduled to expire at
midnight on Friday, December 17, 1999.
The parent company of Hagemeyer P.P.S. North America, Inc. is Hagemeyer, N.V.,
an international marketing and distribution company with operations in Europe,
North America and the Asia-Pacific region. The Hagemeyer group operates in over
60 countries and has approximately 22,000 employees world wide. Hagemeyer's
shares are listed on the stock exchange in Amsterdam and form part of the AEX
index.
Vallen Corporation, through its operating subsidiaries, is engaged in providing
integrated safety products and related services as well as other industrial MRO
products to customers, including total safety solutions programs in customers'
working environments. Its manufacturing facilities under Encon Safety Products,
Inc. produce a variety of safety products and other products for industrial and
commercial application, including emergency shower and eyewash fountains for
industrial usage, and a broad line of non-prescription safety eyewear
distributed throughout North and South America. Vallen operates from 162
locations, including 69 onsite/just in time locations throughout North America
and in Chile.
