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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 10)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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VARLEN CORPORATION
(Name of Subject Company)
AMSTED INDUSTRIES INCORPORATED
TRACK ACQUISITION INCORPORATED
(Bidders)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(AND ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
92224810
(CUSIP Number of Class of Securities)
Thomas C. Berg, Esq.
Track Acquisition Incorporated
c/o Amsted Industries Incorporated
44th Floor--Boulevard Towers South
205 North Michigan Avenue
Chicago, Illinois 60601
(312) 819-8470
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
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Copies to:
Gary A. Goodman, Esq. Robert J. Minkus, Esq.
Terrence R. Brady, Esq. Schiff Hardin & Waite
Winston & Strawn 6600 Sears Tower
35 West Wacker Drive Chicago, Illinois 60606
Chicago, Illinois 60601 Telephone: (312) 258-5500
Telephone: (312) 558-5600
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SCHEDULE 14D--1
This Amendment No. 10--Final Amendment (the "Final Amendment") amends and
supplements and constitutes the final amendment to the Tender Offer Statement
on Schedule 14D-1, as amended, originally filed on May 24, 1999 (the "Schedule
14D-1") by Amsted Industries Incorporated, a Delaware corporation ("Parent"),
and Track Acquisition Incorporated, a Delaware corporation and a wholly owned
subsidiary of Parent (the "Purchaser"), with respect to the Purchaser's offer
to purchase all outstanding shares of common stock, par value $.10 per share
(the "Common Stock"), of Varlen Corporation, a Delaware corporation (the
"Company"), including the associated preferred share purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of June 17, 1996,
as amended, between the Company and Harris Trust and Savings Bank, as Rights
Agent (the Common Stock and the Rights together are referred to herein as the
"Shares"), pursuant to the Offer to Purchase dated May 24, 1999 (the "Offer to
Purchase"), as amended and supplemented by the supplement thereto dated August
4, 1999 (the "Supplement"), and the related revised (green) Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), which are filed with the Schedule 14D-1
as Exhibits (a)(22) and (a)(23), respectively. Unless otherwise defined
herein, all capitalized terms used herein shall have the respective meanings
given such terms in the Offer to Purchase.
Item 1. Security and Subject Company
Item 1 is hereby amended and supplemented to add the following:
The Offer terminated at 12:00 midnight, New York City time, on Friday,
August 13, 1999.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
Item 5 is hereby amended and supplemented to add the following:
The Purchaser and the Company (i) have applied to the Nasdaq for the Shares
to be delisted from the Nasdaq National Market and (ii) have taken measures to
cause the termination of the registration of the Shares under the Exchange
Act. Purchaser will acquire the remaining Shares of the Company pursuant to
the Merger.
Item 6. Interests in the Securities of the Subject Company
Item 6 is hereby amended and supplemented to add the following:
As of the time the Offer expired, Purchaser owns in excess of 15.8 million
Shares, which represents approximately 93% of the outstanding Shares. The
Shares tendered include approximately 0.5 million Shares tendered pursuant to
Notices of Guaranteed Delivery. The information contained in Parent's press
release dated August 15, 1999, a copy of which is filed herewith as Exhibit
(a)(27), is incorporated by reference herein.
Item 10. Additional Information
On August 15, 1999, Parent issued a press release. A copy of the press
release is filed herewith as Exhibit (a)(27) and is incorporated by reference
herein.
As set forth in the press release, the Offer expired at 12:00 midnight, New
York City time, on Friday, August 13, 1999. Parent also announced that it had
been advised by the Depository that at the time the Offer expired, in excess
of 15.8 million Shares had been validly tendered and not withdrawn,
representing approximately 93% of the outstanding Shares of the Company. The
Shares tendered include 0.5 million Shares tendered pursuant to Notices of
Guaranteed Delivery. The foregoing description of the press release is
qualified in its entirety by reference to a copy of the press release which is
attached hereto as Exhibit (a)(27) and is incorporated by reference herein.
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Item 11. Material to be Filed as Exhibits.
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(a)(1) Offer to Purchase, dated May 24, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of letter, dated May 24, 1999, to brokers, dealers,
commercial banks, trust companies and other nominees.*
(a)(4) Form of letter to clients to be used by brokers, dealers,
commercial banks, trust companies and other nominees.*
(a)(5) Press Release, dated May 18, 1999.*
(a)(6) Press Release, dated May 24, 1999.*
(a)(7) Form of summary advertisement, dated May 24, 1999.*
(a)(8) Notice of Guaranteed Delivery.*
(a)(9) IRS Guidelines to Substitute Form W-9.*
(a)(10) Press Release, dated June 7, 1999.*
(a)(11) Form of letter dated June 11, 1999 from Morgan Stanley & Co.
Incorporated to Parent.*
(a)(12) Form of letter dated June 17, 1999 from Arthur W. Goetschel,
Chairman, President and Chief Executive Officer of Parent, to
Raymond A. Jean, President and Chief Executive Officer of the
Company.*
(a)(13) Press Release, dated June 18, 1999.*
(a)(14) Press Release, dated June 21, 1999.*
(a)(15) Press Release, dated June 22, 1999.*
(a)(16) Press Release, dated July 6, 1999.*
(a)(17) Confidentiality/Standstill Agreement, dated July 9, 1999,
between Parent and the Company.*
(a)(18) Press Release, dated July 20, 1999.*
(a)(19) Agreement and Plan of Merger, dated as of August 1, 1999, among
Parent and the Company.*
(a)(20) Joint press release issued by Parent and the Company, dated
August 1, 1999, announcing the execution of the Merger Agreement
and the extension of the Expiration Date.*
(a)(21) Press Release, dated August 2, 1999.*
(a)(22) Supplement to Offer to Purchase dated August 4, 1999.*
(a)(23) Revised Letter of Transmittal.*
(a)(24) Revised Notice of Guaranteed Delivery.*
(a)(25) Form of Second Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.*
(a)(26) Form of Second Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
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(a)(27) Press Release, dated August 15, 1999.
(b) Commitment Letter, dated April 29, 1999.*
(b)(2) Commitment Letter, dated July 30, 1999.*
(c) None.
(d) None.
(e) Not Applicable.
(f) None.
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*Previously filed.
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SIGNATURE
After due 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.
Dated: August 16, 1999
Amsted Industries Incorporated
/s/ Thomas C. Berg
By: _________________________________
Name: Thomas C. Berg
Title: Vice President, General
Counseland Secretary
Track Acquisition Incorporated
/s/ Thomas C. Berg
By: _________________________________
Name: Thomas C. Berg
Title: Vice President and
Secretary
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EXHIBIT INDEX
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Exhibit
Number Description
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(a)(1) Offer to Purchase, dated May 24, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of letter, dated May 24, 1999, to brokers, dealers, commercial
banks, trust companies and other nominees.*
(a)(4) Form of letter to clients to be used by brokers, dealers, commercial
banks, trust companies and other nominees.*
(a)(5) Press Release, dated May 18, 1999.*
(a)(6) Press Release, dated May 24, 1999.*
(a)(7) Form of summary advertisement, dated May 24, 1999.*
(a)(8) Notice of Guaranteed Delivery.*
(a)(9) IRS Guidelines to Substitute Form W-9.*
(a)(10) Press Release, dated June 7, 1999.*
(a)(11) Form of letter dated June 11, 1999 from Morgan Stanley & Co.
Incorporated to Parent.*
(a)(12) Form of letter dated June 17, 1999 from Arthur W. Goetschel, Chairman,
President and Chief Executive Officer of Parent, to Raymond A. Jean,
President and Chief Executive Officer of the Company*
(a)(13) Press Release, dated June 18, 1999.*
(a)(14) Press Release, dated June 21, 1999.*
(a)(15) Press Release, dated June 22, 1999.*
(a)(16) Press Release, dated July 6, 1999.*
(a)(17) Confidentiality/Standstill Agreement, dated July 9, 1999, between
Parent and the Company.*
(a)(18) Press Release, dated July 20, 1999.*
(a)(19) Agreement and Plan of Merger, dated as of August 1, 1999, between
Parent and the Company.*
(a)(20) Joint press release issued by Parent and the Company, dated August 1,
1999, announcing the execution of the Merger Agreement and the
extension of the Expiration Date.*
(a)(21) Press Release, dated August 2, 1999.*
(a)(22) Supplement to Offer to Purchase dated August 4, 1999.*
(a)(23) Revised Letter of Transmittal.*
(a)(24) Revised Notice of Guaranteed Delivery.*
(a)(25) Form of Second Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(26) Form of Second Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(27) Press Release, dated August 15, 1999.
(b) Commitment Letter, dated April 29, 1999.*
(b)(2) Commitment Letter, dated July 30, 1999.*
(c) None.
(d) None.
(e) Not Applicable.
(f) None.
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* Previously filed.
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Exhibit (a)(27)
AMSTED Successfully Completes Tender Offer for Varlen
Merger Creates $2 Billion Transportation Equipment Leader
CHICAGO, Aug. 15--AMSTED Industries Incorporated, a leading manufacturer of
products for the rail, truck and auto components industries, today announced
that it has successfully completed its tender offer for the outstanding shares
of Varlen Corporation (Nasdaq: VRLN) for $42 per share in cash.
The tender offer expired at 12:00 midnight New York City time on Friday, August
13, 1999. Approximately 15.8 million Varlen shares, representing approximately
93% of the total number of the shares outstanding, were tendered and accepted
for purchase pursuant to the tender offer.
As the owner of over 90% of the outstanding shares, AMSTED is entitled to merge
with Varlen without the need for a vote of Varlen shareholders. AMSTED expects
to complete the merger Monday, August 16, 1999. Under the merger agreement,
Varlen shareholders who did not sell their shares in the tender offer will be
entitled to receive the same $42 per share cash price that was paid in the
tender offer. Forms and instructions for obtaining payment of the merger
consideration will be distributed shortly.
The merger creates a worldwide transportation equipment leader with annual sales
of approximately $2 billion. As a result of the merger, AMSTED will have 10
principal operating companies made up of six from AMSTED and four from Varlen.
"With the Varlen acquisition, AMSTED will be a leading supplier in rail, truck
and auto components," said Arthur W. Goetschel, AMSTED's Chairman, President and
Chief Executive Offer. "Combined, we will be able to provide our customers with
services and products that are unmatched in our industries. We welcome the
Varlen management and employees to the AMSTED family and look forward to
building our business together."
AMSTED secured financing from Citibank, N.A. as agent and Salomon Smith Barney
as arranger to complete the transaction. Salomon Smith Barney also acted as
financial advisor and provided a fairness opinion to AMSTED. Winston & Strawn
and Schiff Hardin & Waite provided legal counsel to AMSTED.
Based in Chicago, AMSTED Industries Incorporated is a diversified manufacturer
of products for the rail, construction and building and general industrial
markets. With Varlen, AMSTED has annual revenues of approximately $2 billion,
manufacturers its products in over 50 plants worldwide and is one of the largest
100% employee-owned companies in the country.
