SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) _________________________ VALLEN CORPORATION (Name of Subject Company) VALLEN CORPORATION (Name of Person(s) Filing Statement) Common Stock, par value $.50 per share (Title of Class of Securities) 919260109 (CUSIP Number of Class of Securities) _________________________ James W. Thompson Chief Executive Officer Vallen Corporation 13333 Northwest Freeway Houston, Texas 77040 (713) 462-8700 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) with copies to: John B. Clutterbuck Mayor, Day, Caldwell & Keeton, L.L.P. 700 Louisiana, Suite 1900 Houston, Texas 77002-2778 (713) 225-7000 This Amendment No. 1 amends and supplements the Solicitation Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") by Vallen Corporation, a Texas corporation (the "Company"), on November 19, 1999 (as hereinafter amended, the "Schedule 14D-9") and relates to the tender offer made by Shield Acquisition Corporation, a Texas corporation and an indirect wholly owned subsidiary of Hagemeyer N.V., a company organized under the laws of the Netherlands ("Hagemeyer"), disclosed in a Tender Offer Statement on Schedule 14D-1 filed with the Commission on November 19, 1999, to purchase all of the outstanding shares of the Company's common stock, par value $0.50 per share (the "Common Stock") net to the seller in cash, on the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated November 19, 1999 and the related Letter of Transmittal. The purpose of this Amendment No. 1 is to amend Items 8 and 9 of the Schedule 14D-9, as set forth below. Terms defined in the Schedule 14D-9 are used in this Amendment No. 1 with the same meanings as provided in the Schedule 14D-9. Item 8. Additional Information to Be Furnished Item 8 of the Schedule 14D-9 is amended to add the following: "The following additional events have occurred: (a) On December 7, 1999, the Company announced that the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 applicable to the Offer has expired. A copy of the press release issued by Hagemeyer and the Company is attached hereto as Exhibit (a)(11) and is incorporated herein by reference." Item 9. Material to Be Filed as Exhibits Exhibit No. Document - ---------- -------- 99(a)(11) Press release issued by Company and Parent dated December 7, 1999 announcing the expiration of the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976. SIGNATURE After reasonable 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. VALLEN CORPORATION /s/ LEIGHTON J. STEPHENSON -------------------------- Leighton J. Stephenson, Vice President-Finance Dated: December 7, 1999