SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 1
VALLEY SYSTEMS, INC.
(Name of the Issuer)
VALLEY SYSTEMS, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 920135100
Title of Class of Securities) (CUSIP Number of Class of Securities)
B. Joseph Alley, Jr., Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8688
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of person(s)filing statement
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section
240.13e-(c)] under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [x] None of the above.
Check the following box if the soliciting material or information statement
referred to in checking box (a) are preliminary copies:[ ].
Calculation of Filing Fee
Transaction valuation Amount of Filing Fee
[ ] 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:
Form or Registration No.:
Filing Party:
Date Filed:
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EXPLANATORY NOTE
This amended Rule 13E-3 Transaction Statement (the "Statement") is being
filed by Valley Systems, Inc. (the "Company") because the Company has determined
that the transaction with HydroChem Industrial Services, Inc., a Delaware
corporation ("HydroChem"), is not a rule 13e-3 transaction which requires the
filing of a Schedule 13E-3 Transaction Statement. As a result, the Company will
not amend further the Rule 13E-3 Transaction Statement filed on October 13,
1998.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a)-(f) Not Applicable
Item 2. Identity and Background.
(a)-(g) Not Applicable
Item 3. Past Contacts, Transactions or Negotiations.
(a)-(b) Not Applicable
Item 4. Terms of the Transaction
Not Applicable
Item 5. Plans or Proposals of the Issuer or Affiliate.
Not Applicable
Item 6. Source and Amounts of Funds or Other Consideration.
Not Applicable
Item 7. Purpose(s), Alternatives, Reasons and Effects.
Not Applicable
Item 8. Fairness of the Transaction.
Not Applicable
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
Not Applicable
<PAGE>
Item 10. Interest in Securities of the Issuer.
Not Applicable
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
Not Applicable
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
Not Applicable
Item 13. Other Provisions of the Transaction.
(a)-(c) Not Applicable
Item 14. Financial Information.
(a)-(b) Not Applicable
Item 15. Persons and Assets Employed, Retained or Utilized.
Not Applicable
Item 16. Additional Information.
Not Applicable
Item 17. Material to be Filed as Exhibits.
(a)-(f) Not Applicable
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.
VALLEY SYSTEMS, INC.
Date: December 14, 1998 By: Dennis D. Sheets
Dennis D. Sheets
Vice President and Chief Financial Officer
