<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
VALLEN CORPORATION
(Name of Subject Company)
SHIELD ACQUISITION CORP.
HAGEMEYER P.P.S. NORTH AMERICA, INC.
HAGEMEYER N.V.
(Bidders)
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COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
----------------
919260109
(CUSIP Number of Class of Securities)
----------------
DAVID G. GUNDLING
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
HAGEMEYER P.P.S. NORTH AMERICA, INC.
100 GALLERIA PARKWAY, SUITE 1120
ATLANTA, GEORGIA 30339
TELEPHONE: (770) 541-6151
FACSIMILE: (770) 541-6645
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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COPY TO:
GABRIEL DUMITRESCU, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E.
16TH FLOOR
ATLANTA, GEORGIA 30303
TELEPHONE: (404) 572-6600
FACSIMILE: (404) 572-6999
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<CAPTION>
TRANSACTION VALUE* AMOUNT OF FILING FEE**
<S> <C>
$190,881,675 $38,177
</TABLE>
* Estimated solely for purposes of calculating the amount of the filing fee.
The filing fee calculation assumes the purchase of 7,635,267 shares of
common stock, par value $0.50 per share, (the "Shares"), of Vallen
Corporation at a price of $25.00 per Share in cash, without interest. Such
amount reflects the purchase of 7,192,264 Shares outstanding and 443,003
Shares issuable pursuant to the exercise of outstanding options.
** The amount of the filing fee calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $38,177
Form or Registration No.: 14D-1
Filing Party: Shield Acquisition Corp., Hagemeyer
P.P.S. North America, Inc. and
Hagemeyer N.V.
Date Filed: November 19, 1999
- --------------------------------------------------------------------------------
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CUSIP NO. 919260109
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Shield Acquisition Corp.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
58-2504037
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b)[_]
(3) SEC USE ONLY
-------------------------------------------------------------------------
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f)
[_]
(6) CITIZENSHIP OR PLACE OF ORIGIN
Texas
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
(9) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7)
0.0%
(10) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 919260109
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hagemeyer P.P.S. North America, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
58-2501931
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[_]
(3) SEC USE ONLY
-------------------------------------------------------------------------
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f)
[_]
(6) CITIZENSHIP OR PLACE OF ORIGIN
Delaware
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
(9) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7)
0.0%
(10) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 919260109
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hagemeyer N.V.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
N/A
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[_]
(b)[_]
(3) SEC USE ONLY
-------------------------------------------------------------------------
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f)
[_]
(6) CITIZENSHIP OR PLACE OF ORIGIN
The Netherlands
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[_]
(9) PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7)
0.0%
(10) TYPE OF REPORTING PERSON
OO
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TENDER OFFER
This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1 amends and
supplements the Tender Offer Statement on Schedule 14D-1 originally filed on
November 19, 1999 (the "Schedule 14D-1") by Shield Acquisition Corp., a Texas
corporation ("Purchaser") and wholly owned subsidiary of Hagemeyer P.P.S. North
America, Inc., a Delaware corporation ("Parent") and an indirect wholly owned
subsidiary of Hagemeyer N.V., a corporation organized under the laws of the
Netherlands ("Hagemeyer"). The Schedule 14D-1 relates to the offer by Purchaser
to purchase all of the outstanding shares of common stock, par value $0.50 per
share (the "Shares"), of Vallen Corporation, a Texas corporation (the
"Company"), at a price of $25.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 19, 1999 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"), copies of which were filed as
Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1. Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given to such terms in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by incorporating by reference
therein the joint press release issued by Parent and the Company on December 7,
1999, a copy of which is filed as Exhibit (a)(8) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding the following at the
end thereof: (a)(8) Joint Press Release of Parent and the Company dated
December 7, 1999.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
correct and complete.
Dated: December 7, 1999
SHIELD ACQUISITION CORP.
By: /s/ David G. Gundling
__________________________________
Name: David G. Gundling
Title: President and Chief Executive Officer
HAGEMEYER P.P.S. NORTH AMERICA, INC.
By: /s/ David G. Gundling
__________________________________
Name: David G. Gundling
Title: President and Chief Executive Officer
HAGEMEYER N.V.
By: /s/ I.H.H.J.M. Manders
__________________________________
Name: I.H.H.J.M. Manders
Title: Corporate Secretary
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EXHIBIT (a)(8)
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.
