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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 5)
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. 5 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule 14D-1, as amended, originally 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.
On June 22, 1999, Parent issued the press release included herein as Exhibit
(a)(15) and incorporated herein by reference.
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.
(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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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: July 6, 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.
(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)(16)
AMSTED EXTENDS $35-PER-SHARE CASH TENDER OFFER FOR VARLEN
CHICAGO, July 6, 1999--AMSTED Industries Incorporated, a leading
manufacturer of products for the rail, truck and auto components industries,
today announced that it has extended until Wednesday, July 21, 1999, at 12:00
midnight New York City time the expiration date of its all-cash fully financed
tender offer to purchase all the outstanding shares of Varlen Corporation
(Nasdaq:VRLN) at $35 per share. The offer had been previously scheduled to
expire on Tuesday, July 6, 1999, at 12:00 midnight New York City time.
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 is also conditioned on the tender of a majority of Varlen's shares.
"We are extending our all-cash offer because we think that the combination
of the two companies is a compelling strategic fit," said Arthur W. Goetschel,
AMSTED's Chairman, President and Chief Executive Officer. "Due to Varlen's
unique make up, no other potential partner has a stronger fit that would
complement Varlen's diverse composition with businesses in the rail, truck and
auto component industries. We also note that it's been more than 10 weeks since
we first approached the Varlen management about a combination and no other
suitor has come forward.
"We believe that the $35-per-share offer is full and fair, particularly
considering that the industries in which Varlen's business compete are highly
cyclical and are at their peaks," said Mr. Goetschel "Our offer represents a 50%
premium over the 60-day per-share average price and a 55% premium over the
two-year per-share average price prior to our public announcement as well as
double the multiple paid in May for Johnstown America Industries Inc.'s freight
car operations."
As of 1:00 p.m. New York City time on Tuesday, July 6, 1999, 160,695 shares
of Varlen's common stock had been validly tendered and not withdrawn.
Varlen Corporation, 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 Incorporated, 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.
