SC TO-T/A 1 arxschedule13damen1-live.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 5) * SCHEDULE 13D (AMENDMENT NO. 1) IFR SYSTEMS, INC. (Name of Subject Company (issuer)) TESTCO ACQUISITION CORP. a wholly owned subsidiary of AEROFLEX INCORPORATED (Names of Filing Persons (offerors)) ------------ Common Stock, Par Value $.01 Per Share (Including the Associated Rights to Purchase Common Stock) (Title of Class of Securities) ------------ 449507102 (CUSIP Number of Class of Securities) Michael Gorin President Aeroflex Incorporated 35 South Service Road Plainview, NY 11803 Telephone: (516) 694-6700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: Blaine V. Fogg, Esq. Nancy D. Lieberman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Blau, Kramer, Wactlar & Lieberman, P.C. Four Times Square 100 Jericho Quadrangle New York, NY 10036 Jericho, NY 11753 Telephone: 212-735-3000 Telephone: 516-822-4820
CALCULATION OF FILING FEE -------------------------------------------------------------------------------- Transaction Valuation** Amount Of Filing Fee*** $12,485,984 $1,149 -------------------------------------------------------------------------------- ** Estimated for the purpose of calculating the filing fee only in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based upon (a) $1.35 multiplied by (b) 9,248,877, representing the number of shares of common stock, par value $.01 per share of IFR Systems, Inc. (including the associated rights to purchase common stock, the "Shares") outstanding as of April 19, 2002 plus the maximum number of Shares issuable pursuant to outstanding options. The amount of the filing fee calculated in accordance with Section 13(e) of the Securities Exchange Act of 1934, as amended, equals the product of .000092 and the transaction value. *** The filing fee was previously paid.
[ ] Check the 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: N/A Form or Registration No.: N/A Filing party: N/A Date Filed: N/A [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. -------------------------------------------------------------------------------- Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] -------------------------------------------------------------------------------- * This Amendment No. 5 to Schedule TO also constitutes Amendment No. 1 to the Schedule 13D of the Filing Persons with respect to the Securities of the Subject Company purchased by the Filing Persons in the Offer, including the initial period of the Subsequent Offering Period thereof. The information contained herein and in the Tender Offer Statement on Schedule TO, as amended, is incorporated by reference for purposes of the Schedule 13D. ============================================================================== SCHEDULE 13D CUSIP No. 449507102 ----------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Aeroflex Incorporated IRS Id. No: 11-1974412 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) ----------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC ----------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ----------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,273,333 EACH _________________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _________________________________________ 10. SHARED DISPOSITIVE POWER 7,273,333 ----------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,273,333 ----------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 87.8%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ------------------------ (1) Based on the 8,282,009 shares issued and outstanding as of the close of business on April 12, 2002. SCHEDULE 13D CUSIP No. 449507102 ----------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Testco Acquisition Corp. IRS Id. No: 32-0010978 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,273,333 EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER 7,273,333 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,273,333 ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 87.8%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ---------------- (1) Based on the 8,282,009 shares issued and outstanding as of the close of business on April 12, 2002. This Amendment No. 5 to the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on April 19, 2002, relates to the offer by Testco Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Aeroflex Incorporated, a Delaware corporation ("Aeroflex"), to purchase all of the outstanding shares of common stock, par value $.01 per share (including the associated rights to purchase common stock, the "Shares"), of IFR Systems, Inc., a Delaware corporation (the "Company"), at a price of $1.35 per Share, net to the seller in cash (the "Offer Price"), upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated April 19, 2002, and in the related Letter of Transmittal (which together constitute the "Offer"), previously filed as exhibits (a)(1) and (a)(2), respectively, the Schedule TO. Items 8 and 11. Interest in Securities of the Subject Company; Additional Information. Items 8 and 11 of the Schedule TO are hereby amended and supplemented to add the following: The initial period of the Subsequent Offering Period of the Offer expired at 11:59 p.m. New York City time on Monday, June 3, 2002. During this period, the Purchaser accepted for payment all Shares validly tendered pursuant to the Offer as such Shares were tendered. The Purchaser was informed by the Depositary that approximately 7,273,333 Shares were validly tendered as of the expiration of the initial period of the Subsequent Offering Period (including the Shares previously tendered during the initial period of the Offer and accepted for purchase), including approximately 5,250 Shares tendered by notice of guaranteed delivery. This number of Shares represented approximately 87.8% of the issued and outstanding Shares of the Company. In accordance with the terms of the Merger Agreement, Aeroflex has determined to extend the Subsequent Offering Period during which holders of Shares may tender their Shares and receive the Offer Price. The Subsequent Offering Period has been extended and now will expire at 11:59 p.m. New York City time on Friday, June 14, 2002. As previously disclosed, during the Subsequent Offering Period, Shares will be accepted and promptly paid for as they are tendered. Shares that are tendered during the Subsequent Offering Period may not be withdrawn. In accordance with applicable law, Aeroflex and the Purchaser may not further extend the Subsequent Offering Period. On June 4, 2002, Aeroflex issued a press release announcing the extension of the Subsequent Offering Period. A copy of the press release is attached hereto as Exhibit (a)(12) and is incorporated herein by reference. Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit: (a)(12) Press Release, dated June 4, 2002. 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. TESTCO ACQUISITION CORP. By: /s/ Michael Gorin ----------------- Name: Michael Gorin Title: President AEROFLEX INCORPORATED By: /s/ Michael Gorin ----------------- Name: Michael Gorin Title: President and Chief Financial Officer Dated: June 4, 2002