-----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, DY7xtuj5+Vl7fZY5GfrvUXd/gR1rHoJeBvr0LNZJhfhJbJhL5dweGU9ODPuQ7gq0 Mc1yUKrK40RYSrJvT7Itrw== 0000899243-95-000735.txt : 19951109 0000899243-95-000735.hdr.sgml : 19951109 ACCESSION NUMBER: 0000899243-95-000735 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLEN CORP CENTRAL INDEX KEY: 0000312907 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 741366847 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62763 FILM NUMBER: 95588019 BUSINESS ADDRESS: STREET 1: 1333 NORTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134628700 MAIL ADDRESS: STREET 1: PO BOX 3587 CITY: HOUSTON STATE: TX ZIP: 72253-3587 424B3 1 424B3 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NUMBER 33-62763 PROSPECTUS 128,754 SHARES VALLEN CORPORATION COMMON STOCK, PAR VALUE $.50 PER SHARE The shares of common stock, par value $.50 per share ("Common Stock"), of Vallen Corporation (the "Company") described in this Prospectus are held by the Selling Stockholders (as defined herein) who may from time to time offer for sale such shares of Common Stock. See "Selling Stockholders." The Company will receive none of the proceeds from the sale of the shares by the Selling Stockholders. The shares of Common Stock to which this Prospectus relates may be offered through any of several methods, including ordinary brokerage transactions or block transactions on The Nasdaq Stock Market at market prices, or in privately negotiated transactions at prices agreed upon by the parties to such transactions. The Company will pay all expenses (other than commissions or discounts of underwriters, broker-dealers or agents, broker fees, state and local transfer taxes and fees and expenses of counsel or other advisors to the Selling Stockholders) in connection with the registration of the shares of Common Stock to which this Prospectus relates. See "Plan of Distribution." To the extent required, the identity of, and certain other information relating to, the Selling Stockholders and the terms of each sale of Common Stock offered hereby, will be set forth in an accompanying Prospectus Supplement. Upon any sale of the Common Stock offered hereby, the Selling Stockholders and participating agents, brokers or dealers may be deemed to be underwriters as that term is defined in the Securities Act of 1933, as amended ("Securities Act"), and commissions or discounts or any profit realized on the resale of such securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Company's Common Stock is traded on The Nasdaq Stock Market. On November 6, 1995, the closing price of the Common Stock on The Nasdaq Stock Market was $21 per share. ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- The date of this Prospectus is November 7, 1995. AVAILABLE INFORMATION Vallen Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024, and at the following Regional Offices of the Commission: Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661, Suite 1400; and New York Regional Office, Seven World Trade Center, New York, New York 10048, 13th Floor. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on The Nasdaq Stock Market, and such reports and other information concerning the Company can be expected at The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1506. This Prospectus constitutes a part of a registration statement on Form S-3 (together with all amendments and exhibits, the "Registration Statement") filed by the Company with the Commission under the Securities Act. This Prospectus does not contain all of the information included in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is made to such Registration Statement, including the exhibits and schedules thereto, for further information with respect to the Company and the securities offered hereby. The Registration Statement may be inspected in the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated into this Prospectus by reference and made a part hereof: 1. Annual Report on Form 10-K for the year ended May 31, 1995. 2. Current Report on Form 8-K dated July 24, 1995, as amended by Amendment No.1 on Form 8-K/A filed September 14, 1995. 3. Quarterly Report on Form 10-Q for the quarter ended August 31, 1995. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Certificates offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference, or contained in this Prospectus, shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to Corporate Secretary, Vallen Corporation, 13333 Northwest Freeway, Houston, Texas 77040, telephone (713) 462-8700. THE COMPANY Vallen Corporation was incorporated under the laws of Texas in 1960 as the successor to a business founded in 1947. The Company operates a manufacturing subsidiary, Encon Safety Products, Inc. ("Encon"), and a distribution subsidiary, Vallen Safety Supply Company ("Vallen Safety"). In addition, the Company has other wholly-owned subsidiaries through which it operates and it owns 50% of the equity securities of a Mexican company and of a Canadian company. References herein to the "Company" are to Vallen Corporation and all of its wholly- and partially-owned subsidiaries. The Company's general offices are located at 13333 Northwest Freeway, Houston, Texas 77040, and its telephone number is (713) 462-8700. Vallen Safety is a distributor of industrial safety and health products designed for the protection of the individual worker and the workplace environment. Its customer base is nationwide; major markets serviced include chemical production, oil and gas extraction, petroleum refining, utilities, pulp and paper products, various governmental agencies, primary metals extraction, railroad transportation, general manufacturing, and construction. Encon manufactures industrial safety equipment for sale by Vallen Safety and unaffiliated distributors. USE OF PROCEEDS The Company will receive no part of the proceeds of any sale or transactions made by the Selling Stockholders with respect to the Common Stock offered hereby. SELLING STOCKHOLDERS This Prospectus, as appropriately amended or supplemented, may be used from time to time by persons (or their transferees) who have received shares of Common Stock pursuant to an exemption from registration under the Securities Act (i) in connection with acquisitions made by the Company of other businesses or properties or (ii) as a portion of the 1995 compensation paid to such persons in their capacity as officers of the Company, and who wish to offer and sell such shares of Common Stock (such persons are herein referred to as the "Selling Stockholders"). Shares Issued in Acquisitions. The following table sets forth as of September 15, 1995 certain information with respect to each Selling Stockholder who received pursuant to an exemption from registration under the Securities Act shares of Common Stock in connection with acquisitions and who to the Company's knowledge will immediately be offering shares of Common Stock for sale pursuant to this Prospectus. All of each such person's beneficially owned shares of Common Stock are to be offered pursuant to this Prospectus.
NUMBER OF SHARES NAME BEING OFFERED* ---- ---------------- Green Drake Holdings Ltd................................. 16,980 Delgatie Holdings Ltd.................................... 16,980 Oldman Investments Ltd................................... 16,980 Safety Centers Incorporated.............................. 22,367 David L. Gaines.......................................... 40,596 David Lionel Gaines Children's Inter Vivos Trust #2...... 6,829
- -------- * Less than 1% beneficial ownership. Oldman Investments Ltd., Green Drake Holdings Ltd. and Delgatie Holdings Ltd. owns approximately 30%, 10% and 10%, respectively, of the outstanding equity securities of a Canadian corporation of which the Company owns the remaining 50%. Ronald H. Pearson, the President of the Canadian corporation, is the sole shareholder of Oldman Investments Ltd. Safety Centers Incorporated, pursuant to a three-year consulting agreement, provides consulting services to the Company. David L. Gaines, pursuant to a three-year employment agreement, serves as the President of a wholly-owned subsidiary of the Company. 3 The agreements pursuant to which the shares of Common Stock listed in the table above were issued provide that the Company will use its commercially reasonable best efforts to maintain this Prospectus in effect for a period of not less than 90 consecutive days or, if shorter, the period ending when such person's shares of Common Stock have been sold. Shares Issued as Compensation. The following table sets forth as of September 15, 1995 certain information with respect to each Selling Stockholder who received pursuant to an exemption from registration under the Securities Act shares of Common Stock as a portion of the 1995 compensation paid to such persons in their capacity as officers of the Company.
NUMBER OF SHARES NUMBER OF SHARES BEING PERCENTAGE OWNED NAME OWNED OFFERED AFTER OFFERING ---- ---------------- ---------------------- ---------------- Leonard J. Bruce........ 4,060,064 2,440 56.4% James W. Thompson....... 2,640 2,440 * Roland C. Wolff......... 892 392 * Robin R. Hutton......... 42,964 1,198 * Leighton J. Stephenson.. 1,155 1,155 * Woodie M. Zachry, Jr.... 4,844 397 *
- -------- * Less than 1% beneficial ownership. Mr. Bruce is Chairman of the Board and a director, Mr. Thompson is President and Chief Executive Officer, Mr. Wolff is Executive Vice President--Marketing of Vallen Safety, Mr. Hutton is Executive Vice President, Mr. Stephenson is Vice President, Secretary and Treasurer, Mr. Edwards is Vice President--Human Resources and Mr. Zachry is Vice President and General Manager of Encon. Upon the Company being notified by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares bought through a block trade, special offering, exchange distribution, or secondary distribution, a supplemented Prospectus will be filed, pursuant to Rule 424 under the Securities Act, setting forth (i) the name of each Selling Stockholder and the participating broker-dealer(s), (ii) the number of shares of Common Stock involved, (iii) the price at which the shares of Common Stock were sold, (iv) the commissions paid or the discounts allowed to such broker- dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out in this Prospectus, and (vi) other facts material to the transaction. PLAN OF DISTRIBUTION The shares of Common Stock covered hereby may be offered and sold from time to time by the Selling Stockholders. Resales may be made pursuant to this Prospectus, as amended or supplemented, pursuant to Rule 145(d) under the Securities Act, or pursuant to an exemption from the Securities Act. The Company may consent to the use of this Prospectus for a limited period of time by the Selling Stockholders and subject to limitations and conditions that may be varied by agreement between the Company and the Selling Stockholders. Any commissions paid or concessions allowed to any broker-dealer, and, if any broker-dealer purchases such shares as principal, any profits received on the resale of such shares, may be deemed to be underwriting discounts and commissions under the Securities Act. Printing, certain legal, filing and other similar expenses of this offering will be paid by the Company. Selling Stockholders will bear all other expenses of this offering, including brokerage fees, any underwriting discounts and commissions. 4 Selling Stockholders may sell Common Stock being offered hereby from time to time in transactions (which may involve crosses and block transactions) on The Nasdaq Stock Market or such other securities exchange on which the Common Stock may be listed, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. Selling Stockholders may sell some or all of the shares in transactions involving broker-dealers, who may act solely as agent and/or may acquire shares as principal. Broker- dealers participating in such transactions as agent may receive commissions from Selling Stockholders (and, if, they act as agent for the purchaser of such shares, from such purchaser), such commissions computed in appropriate cases in accordance with the applicable rules of The Nasdaq Stock Market or such other securities exchange on which the Common Stock may be listed, which commissions may be negotiated rates where permissible under such rules. Participating broker-dealers may agree with Selling Stockholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker-dealer is unable to do so acting as agent for Selling Stockholders, to purchase as principal any unsold shares at the price required to fulfill the broker- dealer's commitment to Selling Stockholders. In addition or alternatively, shares of Common Stock may be sold by Selling Stockholders and/or by or through other broker-dealers in special offerings, exchange distributions or secondary distributions pursuant to and in compliance with the governing rules of The Nasdaq Stock Market or such other securities exchange on which the Company's Common Stock may be listed, and in connection therewith, commissions in excess of the customary commission prescribed by the rules of such securities exchange may be paid to participating broker-dealers, or, in the case of certain secondary distributions, a discount or concession from the offering price may be allowed to participating broker-dealers in excess of such customary commission. Broker-dealers who acquire shares as principal thereafter may resell such shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described in the preceding two sentences) on The Nasdaq Stock Market or such other securities exchange on which the Common Stock may be listed, in negotiated transactions or otherwise, at market prices prevailing at the timeof sale or at negotiated prices, and, in connection with such resales, may pay to or receive commissions from the purchasers of such shares. In offering the shares of Common Stock covered hereby, the Selling Stockholders and any broker-dealers and any other participating broker-dealers who execute sales for the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales, and any profits realized by the Selling Stockholders and the compensation of such broker-dealer may be deemed to be underwriting discounts and commissions. In addition, any shares covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. LEGAL OPINIONS Certain legal matters relating to the Common Stock offered hereby are being passed upon for the Company and the Selling Stockholders by Mayor, Day, Caldwell & Keeton, L.L.P., Houston, Texas. EXPERTS The consolidated financial statements of the Company as of May 31, 1995 and 1994, and for each of the years in the three-year period ended May 31, 1995, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 5 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITERS, AGENTS OR DEALERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF. ---------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 128,754 SHARES VALLEN CORPORATION COMMON STOCK ---------------- PROSPECTUS ---------------- NOVEMBER 7, 1995 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----