-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dh0wervvWWiKh7XEg4j6XqmWJKGiXzTn46iDQ08N0MaaSmYT0Ri2j2iP/95h68f9 fsZDZdWJxd43cIjGgyk5jA== 0000103071-99-000003.txt : 19990608 0000103071-99-000003.hdr.sgml : 19990608 ACCESSION NUMBER: 0000103071-99-000003 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARLEN CORP CENTRAL INDEX KEY: 0000103071 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 132651100 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 002-65173 FILM NUMBER: 99641517 BUSINESS ADDRESS: STREET 1: 55 SHUMAN BLVD STREET 2: P O BOX 3089 CITY: NAPERVILLE STATE: IL ZIP: 60566-7089 BUSINESS PHONE: 6304200400 MAIL ADDRESS: STREET 1: 55 SHUMAN BLVD STREET 2: P O BOX 3089 CITY: NAPERVILLE STATE: IL ZIP: 60566-7089 8-A12G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VARLEN CORPORATION (Exact name of registrant as specified in its charter) Delaware 14-2651100 (State of incorporation) (IRS Employer Identification No.) 55 Shuman Boulevard P.O. Box 3089 Naperville, Illinois 60566-7089 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (630) 420-0400 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None None Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights (Title of Class) Item 1. Description of Registrant's Securities to be Registered. On May 25, 1999, the Board of Directors of Varlen Corporation (the "Company") authorized an amendment (the "Amendment") to the Rights Agreement dated as of June 17, 1996, as amended (the "Rights Agreement"), between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"). The purpose of the Amendment was to amend Section 3(a) of the Rights Agreement to provide as follows: Until the Close of Business on the Distribution Date, (x) the rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first- class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Distribution Date shall mean the earlier (i) the tenth day after the Stock Acquisition Date, or (ii) such date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding, including, without limitation, the tender offer by Track Acquisition Incorporated, a wholly-owned subsidiary of Amsted Industries, Incorporated, disclosed on a Schedule 14D-1 filed on May 24, 1999 with the Securities and Exchange Commission and any amendment thereto. The text of the Amendment is attached hereto as Exhibit 1 and incorporated herein by reference. The foregoing description of the Amendment is qualified by reference to such exhibit. Item 2. Exhibits. 1. Amendment No. 2 Rights Agreement, dated as of May 25, 1999, between Varlen Corporation and Harris Trust and Savings Bank. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized. VARLEN CORPORATION By:/s/Richard A. Nunemaker Name: Richard A. Nunemaker Title: Vice President, Finance and Chief Financial Officer June 7, 1999 EX-1 2 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment") to the Rights Agreement (as defined below) is made and entered into as of the 25th day of May, 1999, by and between VARLEN CORPORATION, a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"). RECITALS: WHEREAS, the parties hereto previously entered into a Rights Agreement, dated as of June 17, 1996 and amended as of September 28, 1998, between the Company and the Rights Agent (as amended the "Rights Agreement"); and WHEREAS, each of the Company and the Rights Agent desire to amend the Rights Agreement as set forth below. NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein and in the Rights Agreement, and other good, sufficient and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows: 1. Amendment. The first sentence of Section 3(a) of the Rights Agreement is hereby amended and replaced in its entirety with the following: Until the Close of Business on the Distribution Date, (x) the rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first- class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The ("Distribution Date") shall mean the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) such date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding, including, without limitation, the tender offer by Track Acquisition Incorporated, a wholly owned subsidiary of Amsted Industries Incorporated, disclosed on a Schedule 14D-1 filed on May 24, 1999 with the Securities and Exchange Commission and any amendment thereto. 2. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 4. Rights Agreement in Effect. Except as hereby amended, the Rights Agreement shall remain in full force and effect. 5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first-above written. VARLEN CORPORATION By: /s/R. A. Jean Name: Raymond A. Jean Title: President and Chief Executive Officer HARRIS TRUST AND SAVINGS BANK By: /s/Dennis M. Sneyers Name: Dennis M. Sneyers Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----