SC TO-C

- ------------------------------------------------------------------------------




                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            ------------------


                                SCHEDULE TO
                              (Rule 14d-100)
               Tender Offer Statement Under Section 14(d)(1)
        or Section 13(e)(1) of the Securities Exchange Act of 1934

                             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
                      (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               Blau, Kramer, Wactlar
  & Flom LLP                                  & Lieberman, P.C.
Four Times Square                           100 Jericho Quadrangle
New York, NY  10036                         Jericho, NY  11753
Telephone: 212-735-3000                     Telephone:  516-822-4820


[X] 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: [_]



- -------------------------------------------------------------------------------

EX-99

                               NEWS RELEASE

                                                      FOR IMMEDIATE RELEASE
                                                      ---------------------


FOR FURTHER INFORMATION CONTACT:

Investor Inquiries:                              Media Inquiries:
- ------------------                               ---------------
Michael Gorin                                    Andrew Merrill, David Pitts
President and Chief Financial Officer            The Abernathy MacGregor Group
(516) 694-6700                                   (212) 371-5999



                           AEROFLEX INCORPORATED
                       ANNOUNCES AGREEMENT TO ACQUIRE
                             IFR SYSTEMS, INC.


         PLAINVIEW, NEW YORK, April 15, 2002 -- Aeroflex Incorporated,
(Nasdaq Symbol: ARXX), a leading designer, developer and manufacturer of
microelectronics and automated testing solutions for the broadband
communications market, announced today that it had entered into a
definitive agreement to acquire IFR Systems, Inc., (Nasdaq Symbol: IFRS),
of Wichita, Kansas, in a cash transaction valued at approximately $60
million, including the payment of $48.8 million in satisfaction of IFR
Systems' bank indebtedness. IFR Systems is a leading manufacturer of test
instruments and automated test systems and will provide Aeroflex with
expanded product offerings in these markets.

         Under the terms of the agreement, Aeroflex will offer to purchase,
through a cash tender offer, all outstanding shares of IFR Systems' stock
for $1.35 per share. At the time of acceptance of shares for purchase in
the offer, Aeroflex has agreed to lend to IFR Systems $48.8 million to pay
off IFR's bank indebtedness of approximately $84 million, including
interest. IFR Systems' lenders have agreed to accept this payment in full
satisfaction of the amounts owed to them by IFR Systems. The acquisition
has been unanimously approved by the Board of Directors of each company and
is subject to various conditions, including the tender of a minimum of
50.1% of the outstanding shares of IFR Systems. Following the successful
completion of the tender offer, it is expected that there will be a merger
in which any remaining shareholders of IFR will also receive $1.35 per
share in cash. The acquisition is expected to be completed by the end of
the second calendar quarter, 2002.

         "We are pleased that IFR's Board of Directors and lending banks
have unanimously endorsed this transaction," said Michael Gorin, Aeroflex
President. "IFR's test instrument and systems product line complements our
test solutions product line with a minimum of overlap and is expected to
result in significant synergies in both sales and operating income. In
addition, this transaction will significantly enhance our market presence
in the U.K., European and Asia Pacific regions.

         "In 1998, IFR acquired Marconi Instruments, through which the
company gained world class manufacturing facilities, as well as new product
development and service capabilities in the U.K. IFR also gained sales
offices in Europe and Asia through this acquisition. For the nine months
ended December 31, 2001, IFR's net sales were approximately $88 million.
The acquisition is expected to be accretive to Aeroflex earnings in fiscal
2003."

         A conference call will be held on Monday, April 15, 2002 at 5:00
p.m. (EST) to discuss the IFR transaction. The dial-in number for calls
made in the United States is 1-800-230-1074 and outside the United States
is (612) 288-0337. There will also be a replay of the call starting at 8:30
p.m. (EST) on Monday, April 15, 2002 and ending at 11:59 p.m. (EST) on
Monday, April 22, 2002. The telephone number for the replay is 1-800-475-6701
in the United States and 320-365-3844 outside of the United States, Access
Code: 635467 for both.


About Aeroflex
- --------------

Aeroflex Incorporated, through its subsidiaries, designs, develops and
manufactures state-of-the-art microelectronic module, integrated circuit,
interconnect and testing solutions used in broadband communication
applications. The Company's common stock trades on the Nasdaq National
Market System under the symbol ARXX and is included in the S&P SmallCap 600
index. Additional information concerning Aeroflex Incorporated can be found
on the Company's Web site: www.aeroflex.com.


This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer will be made only through an
offer to purchase, letter of transmittal and related tender documents. At
the time the offer is commenced, Aeroflex Incorporated will file the tender
offer statement and related documents with the Securities and Exchange
Commission ("SEC") and IFR Systems, Inc. will file a solicitation/
recommendation statement with respect to the offer. Investors
and security holders are strongly advised to read both the tender offer
statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release because they will contain
important information that should be read carefully before any decision is
made with respect to the offer. Investors and security holders may obtain a
free copy of these statements (when available) and other documents filed by
both Aeroflex Incorporated and IFR Systems, Inc. at the SEC's website,
http://www.sec.gov. In addition, the tender offer statement and related
materials may be obtained free by directing such requests to Aeroflex
Incorporated at (516) 694-6700. The solicitation /recommendation statement
and such other documents may be obtained free by directing such requests to
IFR Systems, Inc. at (316) 522-4981.


All statements other than statements of historical fact included in this
press release regarding Aeroflex's financial position, business outlook,
business strategy and plans and objectives of its management for future
operations are forward-looking statements. When used in this press release,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to Aeroflex or its management, identify
forward-looking statements. Such forward-looking statements are based on
the beliefs of Aeroflex's management, as well as assumptions made by and
information currently available to its management. Actual results could
differ materially from those contemplated by the forward-looking statements
as a result of certain factors, including but not limited to, competitive
factors and pricing pressures, changes in legal and regulatory
requirements, technological change or difficulties, product development
risks, commercialization difficulties and general economic conditions. Such
statements reflect our current views with respect to the future and are
subject to these and other risks, uncertainties and assumptions relating to
Aeroflex's financial condition, results of operations, growth strategy and
liquidity.