-----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, JNKuSyHcEFkbSp0gEveyro96mgryVv598UNN/+W/hZOez6jkIVJIVFta2XMLbkDy QfOh667U80xu+zUDjvqs/Q== 0000950131-99-003934.txt : 19990623 0000950131-99-003934.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950131-99-003934 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990622 SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-11522 FILM NUMBER: 99650353 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSTED INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000006216 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 360730380 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 205 N MICHIGAN AVE STREET 2: 44TH FL BOULEVARD TOWERS S CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3126451700 MAIL ADDRESS: STREET 1: 205 NORTH MICHIGAN AVENUE STREET 2: 44TH FLOOR BOULEVARD CITY: CHICAGO STATE: IL ZIP: 60601 SC 14D1/A 1 SCHEDULE 14D-1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14D-1 (Amendment No. 4) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- 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) ---------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 4 (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. 2 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. (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. (b) Commitment Letter, dated April 29, 1999.* (c) None. (d) None. (e) Not Applicable. (f) None.
- -------- *Previously filed. 3 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 22, 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 4 EXHIBIT INDEX
Exhibit Number Description ------- ----------- (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. (b) Commitment Letter, dated April 29, 1999.* (c) None. (d) None. (e) Not Applicable. (f) None.
- -------- *Previously filed. 5 EX-99.15 2 PRESS RELEASE DATED 6/22/99 Exhibit (a)(15) AMSTED EXTENDS $35 CASH TENDER OFFER FOR VARLEN CHICAGO, June 22, 1999--AMSTED Industries Incorporated, a leading manufacturer of products for the rail, truck and auto components industries, yesterday announced that it has extended until Tuesday, July 6, 1999, at 12:00 midnight New York City time the expiration date of its all-cash 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 Monday, June 21, 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 fully financed $35 per share offer because it is fair and fully priced," said Arthur W. Goetschel, AMSTED's Chairman, President and Chief Executive Officer. "Both Varlen and AMSTED are in cyclical industries, and industry forecasts indicate these industries are at the top of their cycles. "Our offer represents a 50% premium over the 60-day per-share average price, a 55% premium over the two-year per-share average price prior to our public announcement and double the multiple paid last month for Johnstown America Industries Inc.'s freight car operations." "The combination of the two companies is a compelling strategic fit. 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 nearly seven weeks since we first approached the Varlen management about a combination and no other suitor has come forward," said Mr. Goetschel. As of the close of business on Monday, June 21, 1999, 140,748 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. -----END PRIVACY-ENHANCED MESSAGE-----