<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
VALLEN CORPORATION
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
________________________________________________________________________________
(Title of Class of Securities)
919260109
_______________________________________________________________
(CUSIP Number)
LEONARD J. BRUCE
13333 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
(713) 462-8700
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 14, 1999
_______________________________________________________________
(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 [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibit. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
- -----------------------
CUSIP NO. 919260109
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Leonard J. Bruce (I.R.S. Identification No. not applicable)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF Common Stock 24,747
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Common Stock 3,943,665
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING Common Stock 3,968,412
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Common Stock 0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Common Stock 3,968,412
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions)
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Common Stock 55.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
(Page 2 of 11 Pages)
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SCHEDULE 13D
- -----------------------
CUSIP NO. 919260109
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Bruce Partners, Ltd I.R.S. Identification No. 76-0600802
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF Common Stock 3,943,665
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Common Stock 0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING Common Stock 3,943,665
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Common Stock 0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Common Stock 3,943,665
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions)
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Common Stock 54.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
(Page 3 of 11 Pages)
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SCHEDULE 13D
- -----------------------
CUSIP NO. 919260109
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Robert W. Bruce (I.R.S. Identification No. not applicable)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF Common Stock 173
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Common Stock 4,060,665
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING Common Stock 173
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Common Stock 117,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Common Stock 4,060,838
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions)
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Common Stock 56.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
(Page 4 of 11 Pages)
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STATEMENT PURSUANT TO RULE 13D-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $ 0.50 per share (the "Common Stock"), of Vallen
Corporation, a Texas corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 13333 Northwest Freeway, Houston, Texas
77040.
Item 2. Identity and Background.
This Schedule 13D is being filed by (i) Leonard J. Bruce; (ii) Bruce
Partners, Ltd. ("BPL"); and (iii) Robert W. Bruce, to report their intent to
effectuate a change in control in the Issuer. Leonard J. Bruce, Robert W. Bruce
and BPL are sometimes hereinafter collectively referred to as the "Reporting
Persons." Collectively, the Reporting Persons own more than 5% of the issued
and outstanding Common Stock. The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act").
Leonard Bruce's business address is 13333 Northwest Freeway, Houston,
Texas 77040. Leonard Bruce was the founder of the Issuer, and owned all the
shares of the Issuer at the time of its incorporation. Currently, Leonard
Bruce's primary occupation is Chairman of the Board of the Issuer. The Issuer's
principal business is the provision of safety products and services, and its
principal executive offices are located at 13333 Northwest Freeway, Houston,
Texas 77040.
Robert Bruce is Leonard and Valerie O. Bruce's son. Robert Bruce's
business address is at 13333 Northwest Freeway, Houston, Texas 77040. Robert
Bruce's primary occupation is director of Vallen Knowledge Systems Group of
Vallen Safety Supply Company. Vallen Knowledge Systems Group's principal
business is consulting and training in the safety
(Page 5 of 11 Pages
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area, and its principal executive offices are located at 6825 W. Sam Houston
Pkwy. N., Houston, Texas 77041.
BPL is a limited partnership formed under the laws of the State of
Texas. BPL's principal business is the management of certain of the Bruce
family assets. Leonard Bruce and Robert Bruce are each both general partners
and limited partners of BPL, and Leonard Bruce is the managing general partner.
They have joint voting power over the Issuer's Common Stock held by BPL. The
address of BPL's principal office is: 13333 Northwest Freeway, Houston, Texas
77040.
The other general partners of BPL, none of whom has sole or shared
power to dispose or direct the disposition of, or vote, or direct the voting of,
the Common Stock of the Issuer, are: Valerie Bruce, Christine L. Bruce, Leonard
J. Bruce, Jr., Robin V. Bruce, and Carter M. Bruce. Each of the general partners
also owns a limited partnership interest in BPL. Valerie Bruce is the wife of
Leonard Bruce. Leonard Bruce, Jr., Robin Bruce, Christine Bruce, and Carter
Bruce are the children of Leonard and Valerie Bruce.
Valerie Bruce is retired. Christine Bruce is a homemaker. Leonard
Bruce, Jr., is self-employed attorney with a principal business address of 115
West 5th St., Odessa, TX 79761. Robin Bruce is a registered nurse with St.
Luke's Episcopal Hospital, located at Texas Medical Center, 6720 Bertner Ave.,
Houston, TX, 77030. Carter Bruce is the president of Bruce Builders, a
construction company, with a principal business office of 2102 Rickwhinery,
Austin, TX 78728.
During the last five years, none of the Reporting Persons has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to 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.
All of the natural persons identified in this Item 2 are citizens of
the United States of America.
(Page 6 of 11 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock currently owned by Leonard Bruce have been
owned by him continuously since the incorporation of the Issuer. The shares of
Common Stock beneficially owned by BPL and by Robert Bruce were acquired as a
result of joint gifts by Leonard Bruce and his wife, Valerie Bruce.
Item 4. Purpose of Transaction.
The Reporting Persons presently intend to vote their shares to
effectuate a change in control in the Issuer, and to sell their shares in
connection with this change in control.
The Issuer has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Hagemeyer P.P.S. North America, Inc, a Delaware
corporation ("Hagemeyer"), and Shield Acquisition Corp., a Texas corporation and
wholly owned subsidiary of Hagemeyer ("SAC"), by which SAC will commerce a cash
tender offer for all of the outstanding Common Stock of the Issuer at a cash
price of $25.00 per share. Upon completion of the tender offer, SAC would merge
with and into the Issuer and any shares of Common Stock would be exchanged for
the same $25.00 per share price. As a result, the Issuer would become a wholly
owned subsidiary of Hagemeyer. The tender offer and the merger are subject to a
number of typical conditions. The Merger Agreement is listed as Exhibit B under
Item 7 hereof and a press release describing the agreement is listed as Exhibit
C under Item 7 hereof and both are incorporated into this Item 4 by reference.
In connection with, and as a condition of, this transaction, Leonard
Bruce, BPL and Bruce Interests have entered into a Shareholders' Agreement with
Hagemeyer and SAC (the "Shareholders' Agreement"), whereby Leonard Bruce, BPL
and Bruce Interests will (i) validly tender and sell their shares of Common
Stock in accordance with the terms of SAC's tender offer, as set forth in the
Merger Agreement; and (ii) vote their shares of Common Stock in favor of the
Merger Agreement and the transactions contemplated thereby. The Shareholders'
Agreement is listed as Exhibit D under Item 7 hereof and is incorporated into
this Item 4 by reference.
Except as set forth in this Item 4, at the present time the Reporting
Persons do not have any plans or proposals that would relate to any transaction,
change or event specified in clauses (a) through (j) of Item 4 of the Schedule
13D form.
(Page 7 of 11 Pages
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Item 5. Interest in Securities of the Issuer.
(a) As of November 14, 1999, the Reporting Persons owned an aggregate
of 4,085,590 shares of Common Stock, constituting approximately 56.7% of the
7,210,264 shares of Common Stock stated to be outstanding (including options
held by Leonard Bruce to acquire 18,000 shares) as of November 12, 1999 in the
Merger Agreement. The number and percentage of shares beneficially owned by
each Reporting Person identified in Item 2 of this Schedule 13D are:
<TABLE>
<CAPTION>
Percentage of Shares
Outstanding on
Reporting Person Shares November 12 , 1999
- ------------------------------------- -------------------- ---------------------------
<S> <C> <C>
Leonard Bruce 3,968,412 55.0%
BPL 3,943,665 54.8%
Robert Bruce 4,060,838 56.5%
</TABLE>
(b) Leonard Bruce has the sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of the 6,747 shares held
directly by him. Leonard Bruce also directly owns employee stock options,
granted to him on August 13, 1996, giving him the right him to purchase 18,000
shares of Common Stock at an exercise price of $18.03 per share. Of these
18,000 shares, Leonard Bruce's rights have vested as to 12,000 shares; Leonard
Bruce's rights in the remaining 6,000 shares will vest upon a change of control
of the Issuer, which event will occur as a result of the transactions
contemplated by the Merger Agreement discussed above in Item 4. Upon the
exercise of these options, Leonard Bruce would have the sole power to vote or to
direct the vote and sole power to dispose or direct the disposition of these
18,000 shares.
Effective September 21, 1998, Leonard and Valerie Bruce transferred
3,943,665 shares directly owned by them by way of gift to BPL. As a General
Partner of BPL, and its sole Managing Partner, Leonard Bruce continues to be the
beneficial owner of these shares, and has sole power to dispose or direct the
disposition of the 3,943,665 shares held by BPL. However,
(Page 8 of 11 Pages
<PAGE>
under the terms of the BPL Partnership Agreement, Leonard Bruce shares with
Robert Bruce the power to vote or direct the vote of the shares held by BPL.
BPL has the sole power to vote or to direct the vote and sole power to
dispose or direct the disposition of the 3,943,665 shares directly owned by it.
Robert Bruce has the sole power to vote or to direct the vote and sole
power to dispose or direct the disposition of the 173 shares held directly owned
by him. Under the terms of the BPL Partnership Agreement, Robert Bruce shares
with Leonard Bruce the power to vote or direct the vote of the 3,943,665 shares
held by BPL. Robert Bruce does not have any power, sole or shared, to dispose
or the direct the disposition of the 3,943,665 shares held by BPL.
Robert Bruce is also a General Partner of, and a twenty percent (20%)
owner of, Bruce Interests, a Texas general partnership funded in part with a
gift of 117,000 shares of Common Stock by Leonard and Valerie Bruce. Under the
terms of the amended partnership agreement, Robert Bruce's power to dispose or
direct the disposition of, and power to vote or direct the vote of, the 117,000
shares of Common Stock held by Bruce Interests, is shared with his four
siblings--Leonard Bruce, Jr., Robin Bruce, Carter Bruce, and Christine Bruce--
each of whom also owns twenty percent (20%) of Bruce Interests.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities of
the Issuer.
The Reporting Persons are parties to the Shareholders' Agreement as
described in Item 4 hereof, and incorporated into this Item 6 by reference.
Except as described in this Item 6, there are no contracts,
arrangements, agreements, understandings, or relationships among the Reporting
Persons or between a Reporting Person and any other person with respect to any
securities of the Issuer.
(Page 9 of 11 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit A. Written agreement relating to the filing of joint statement
of acquisition pursuant to Rule 13d-1(k).
* Exhibit B. Form of Agreement and Plan of Merger dated November 14,
1999, by and among the Issuer, Hagemeyer, and SAC, incorporated by
reference to Exhibit 2.1 of the Issuer's Current Report on Form 8-K
dated November 16, 1999.
* Exhibit C. Press release by Issuer dated November 15, 1999
describing the Agreement and Plan of Merger, incorporated by
reference to Exhibit 99.2 of the Issuer's Current Report on
Form 8-K dated November 16, 1999.
* Exhibit D. Form of Shareholders' Agreement dated November 14, 1999,
by and among Hagemeyer, SAC, Leonard Bruce, BPL and Bruce
Interests, incorporated by reference to Exhibit 99.1 of the
Issuer's Current Report on Form 8-K dated November 16, 1999.
* incorporated by reference
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated: November 16, 1999
/s/ Leonard J. Bruce
--------------------
Leonard J. Bruce
/s/ Robert W. Bruce
-------------------
Robert W. Bruce
BRUCE PARTNERS, LTD.
/s/ Leonard J. Bruce
--------------------
By: Leonard J. Bruce, Managing General Partner
(Page 10 of 11 Pages
<PAGE>
EXHIBIT A
AGREEMENT CONCERNING FILING OF SCHEDULE 13D
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, each of the Reporting Persons (as such term is defined
in the Schedule 13D referred to below) hereby agrees to the joint filing with
each of the other Reporting Persons on behalf of each of them of a statement on
Schedule 13D with respect to the acquisition of Common Stock, par value $0.50
per share, of Vallen Corporation and that this Agreement be included as an
exhibit to such joint filing.
Each of the Reporting Persons separately acknowledge that they are
each responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information concerning
them contained therein. No party to this Agreement is responsible for the
completeness or accuracy of the information concerning the other parties, unless
such party knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same instrument.
Dated this 16th day of November, 1999.
/s/ Leonard J. Bruce
--------------------
Leonard J. Bruce
/s/ Robert W. Bruce
-------------------
Robert W. Bruce
BRUCE PARTNERS, LTD.
/s/ Leonard J. Bruce
--------------------
By: Leonard J. Bruce, Managing General Partner
(Page 11 of 11 Pages)
