<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER 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)
----------------
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)
<PAGE>
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
<TABLE>
<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
- --------------------------------------------------------------------------------
<PAGE>
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
<PAGE>
TENDER OFFER
This Amendment No. 3 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 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
Item 6 is hereby amended to add the following:
On December 20, 1999, Purchaser accepted for purchase and payment, pursuant
to its tender offer for all outstanding Shares at $25.00 per share net to the
seller in cash, all Shares which were validly tendered and not withdrawn
(including Shares tendered pursuant to guarantee of delivery) as of the
expiration of its tender offer at 12:00 midnight, New York City time, on
December 17, 1999. Purchaser believes that approximately 7,121,481 Shares, or
99%, of the total issued and outstanding Shares on such date were validly
tendered pursuant to the tender offer and not withdrawn.
On December 21, 1999 (the "Effective Time"), pursuant to the Merger Agreement
(as defined in the Offer to Purchase), the merger of Purchaser with and into the
Company was consummated (the "Merger"). As a result of the Merger, as of the
Effective Time, (a) all issued and outstanding Shares of the Company (other than
Shares held by the Company or any of its subsidiaries, Shares held by Parent or
any of its subsidiaries, or Shares held by shareholders, if any, of the Company
who exercise their dissenters' rights of appraisal pursuant to applicable
provisions of Texas law) were automatically converted into the right to receive
$25.00 per share in cash, and (b) each issued and outstanding share of Purchaser
was converted into one validly issued, fully paid and nonassessable share of
common stock of the Company. Parent, the holder of all one thousand (1,000)
shares of common stock of the Purchaser, thus became the owner of one thousand
(1,000) shares of common stock of the Company, representing 100% of the issued
and outstanding shares of common stock of the Company.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented (i) by incorporating by
reference therein the press release issued by Parent on December 20, 1999, a
copy of which is filed as Exhibit (a)(9) to the Schedule 14D-1; and (ii) by
incorporating by reference therein the press release issued by Parent on
December 21, 1999, a copy of which is filed as Exhibit (a)(10) to the Schedule
14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following at the end
thereof:
(a)(9) Press Release of Parent dated December 20, 1999.
(a)(10) Press Release of Parent dated December 21, 1999.
(c)(6) Joint Filing Agreement, dated as of December 21, 1999, among Shield
Acquisition Corp., Hagemeyer P.P.S. North America, Inc. and Hagemeyer N.V.
<PAGE>
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 21, 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
<PAGE>
EXHIBIT (a)(9)
PRESS RELEASE
CONTACT:
HAGEMEYER P.P.S. NORTH AMERICA, INC.:
David G. Gundling
770-541-6151
FOR IMMEDIATE RELEASE
HAGEMEYER COMPLETES TENDER OFFER FOR
SHARES OF VALLEN CORPORATION
ATLANTA, GEORGIA: December 20, 1999 -- Hagemeyer P.P.S. North America,
Inc. announced today the successful completion by Shield Acquisition Corp.,
a subsidiary, of its all cash tender offer for all of the outstanding shares of
common stock of Vallen Corporation (NASDAQ: VALN) at $25.00 per share. The
tender offer expired at midnight, New York City time, on Friday, December 17,
1999. Shield has accepted and will pay for, in accordance with the terms of the
offer, all of the approximately 7,121,481 shares validly tendered.
The shares tendered constitute approximately 99% of Vallen's currently
outstanding common stock. As previously announced, all of Vallen's common shares
not tendered and purchased pursuant to the offer will be acquired in a
subsequent merger transaction at the same $25.00 per share price.
Hagemeyer P.P.S. North America, Inc. is a subsidiary of 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.
<PAGE>
Exhibit (a)(10)
PRESS RELEASE
CONTACT:
HAGEMEYER P.P.S. NORTH AMERICA, INC.:
DAVID G. GUNDLING
770-541-6151
HAGEMEYER ANNOUNCES CONSUMMATION OF SECOND STEP MERGER WITH VALLEN CORPORATION
ATLANTA, GEORGIA: DECEMBER 21, 1999--Hagemeyer P.P.S. North America, Inc.
announced today that, pursuant to an Agreement and Plan of Merger, dated as of
November 14, 1999, by and among Hagemeyer P.P.S. North America, Inc., a
subsidiary of Hagemeyer N.V., Shield Acquisition Corp., a subsidiary of
Hagemeyer P.P.S. North America, Inc., and Vallen Corporation (NASDAQ: VALN),
Shield Acquisition Corp. has merged with and into Vallen with Vallen surviving
as a subsidiary of Hagemeyer N.V.
As a result of the merger, any outstanding shares of Vallen common stock (other
than shares for which appraisal is sought under applicable provisions of Texas
law) not accepted for payment in connection with the tender offer for Vallen
common stock at $25.00 per share in cash, are entitled to receive $25.00 per
share in cash, upon presentation to ChaseMellon Shareholder Services, L.L.C.,
the Paying Agent for the merger, of appropriate documentation by the holders of
such Vallen shares.
Hagemeyer P.P.S. North America, Inc. is a subsidiary of 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 worldwide. 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 on-site/just in time locations throughout North America
and in Chile.
<PAGE>
Exhibit (c)(6)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each of Shield
Acquisition Corp., a Texas corporation, Hagemeyer P.P.S. North America, Inc., a
Delaware corporation, and Hagemeyer N.V., a company organized under the laws of
the Netherlands, on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common stock, par value $0.01
per share, of Vallen Corporation, and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 21st
day of December, 1999.
HAGEMEYER P.P.S. NORTH AMERICA, INC.
By: ________________________________________
David G. Gundling
President and Chief Executive Officer
SHIELD ACQUISITION CORP.
By: ________________________________________
David G. Gundling
President and Chief Executive Officer
HAGEMEYER N.V.
By: ________________________________________
I.H.H.J.M. Manders
Corporate Secretary
