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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
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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This Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission 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"). The Schedule 14D-1 and this Amendment relate to a tender
offer by the Purchaser 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"), at $35.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 24, 1999 and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer"), copies of which are filed with the Schedule 14D-1 as Exhibits
(a)(1) and (a)(2), respectively.
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Item 10. Additional Information.
Item 10 is hereby amended to add the following:
On June 7, 1999, Parent issued the press release included herein as Exhibit
(a)(10) and incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
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<C> <S>
(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.
(b) Commitment Letter, dated April 29, 1999.*
(c) None.
(d) None.
(e) Not Applicable.
(f) None.
</TABLE>
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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: June 9, 1999
Amsted Industries Incorporated
/s/ Thomas C. Berg
By: _________________________________
Name: Thomas C. Berg
Title: Vice President, General
Counsel and 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.
(b) Commitment Letter, dated April 29, 1999.*
(c) None.
(d) None.
(e) Not Applicable.
(f) None.
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*Previously filed.
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Exhibit (a)(10)
Press Release, dated June 7, 1999
AMSTED REITERATES ITS $35 CASH PROPOSAL FOR VARLEN
TENDER OFFER TO EXPIRE IN TWO WEEKS
CHICAGO, June 7, 1999--AMSTED Industries Incorporated, a leading
manufacturer of products for the rail, truck and auto components industries,
today reiterated its all cash offer to acquire Varlen Corporation
(Nasdaq:VRLN) at $35 per share, despite the refusal of the Varlen Board of
Directors to accept its proposal.
"We have made a full and fair offer for Varlen at more than a 50 percent
premium over the share price Varlen traded 30 days before our all-cash, fully
financed proposal was made," said Arthur W. Goetschel, AMSTED's Chairman,
President and Chief Executive Officer. "These are cyclical industries and
there are indications we may be at the top of their respective cycles. We will
maintain price discipline in any acquisition. There are few companies where a
combination with Varlen would make sense, and they trade at lower multiples
than our offer price. Therefore, we are not surprised that several weeks after
our first approach to Varlen no other company has come forward with a better
proposal," said Mr. Goetschel.
On May 24, 1999, AMSTED commenced a previously announced cash tender offer
to purchase all outstanding shares of Varlen Corporation at $35 per share,
after Varlen and its advisors refused friendly overtures over a three week
period. The transaction, including the assumption of debt, is valued at
approximately $700 million. The tender offer is subject to certain conditions,
including the removal of Varlen's rights plan and the waiver of Delaware anti-
takeover provisions. The offer, which is scheduled to expire on June 21, 1999,
is also conditioned on the tender of a majority of Varlen's shares. AMSTED has
not yet decided whether it will extend its tender offer.
Varlen, which is based in Naperville, Illinois, is a manufacturer of
engineered transportation products for the rail, truck and auto component
industries. It posted annual revenues last year of approximately $650 million.
AMSTED Industries, which is based in Chicago, is a diversified manufacturer
of products for the rail, construction and building and general industrial
markets and, like Varlen, a leading manufacturer of products for the rail,
truck and auto component industries. The Company, which has annual revenues of
approximately $1.3 billion, manufactures its products in 30 plants worldwide
and is one of the largest 100% employee-owned companies in the country.
This news release does not constitute an offer to purchase any securities,
nor solicitation of a proxy, consent or authorization for or with respect to a
meeting of the shareholders of AMSTED Industries Incorporated or Varlen
Corporation or any action in lieu of a meeting. Any solicitations will be made
only pursuant to separate materials in compliance with the requirements of
applicable federal and state securities laws.
