-----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, WphmfFos7h9nZG4Z72DX3nbVdsQTObTJq8MdwQhO+rLmbToimJKyevcZO21DU7Fi Zg7EIis3/wlZ9FQ1bkkWOw== 0000950172-02-000839.txt : 20020430 0000950172-02-000839.hdr.sgml : 20020430 ACCESSION NUMBER: 0000950172-02-000839 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IFR SYSTEMS INC CENTRAL INDEX KEY: 0000785546 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 481197645 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37953 FILM NUMBER: 02624575 BUSINESS ADDRESS: STREET 1: 10200 W YORK ST CITY: WICHITA STATE: KS ZIP: 67215 BUSINESS PHONE: 3165224981 MAIL ADDRESS: STREET 1: 10200 WEST YORK STREET CITY: WICHITA STATE: KS ZIP: 67215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEROFLEX INC CENTRAL INDEX KEY: 0000002601 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 111974412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 35 S SERVICE RD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5166946700 MAIL ADDRESS: STREET 1: 35 S SERVICE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: ARX INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AEROFLEX LABORATORIES INC DATE OF NAME CHANGE: 19851119 SC TO-T/A 1 s388337.txt SC TO-T - AMENDMENT NO. 2 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. 2) 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** $11,189,550 $1,029 * Estimated for the purpose of calculating the filing fee only. The filing fee was determined assuming the purchase of all outstanding shares of common stock, par value $.01 per share of IFR Systems, Inc. (including the associated rights to purchase common stock, the "Shares") and the cash out of all outstanding options to purchase Shares, based upon the sum of (a) the product obtained by multiplying (x) 8,282,009 (the aggregate number of Shares outstanding) and (y) the offer price of $1.35 per Share, and (b) the product obtained by multiplying (x) 25,000 (the aggregate number of outstanding options to purchase Shares with an exercise price less than the offer price of $1.35 per Share) and (y) the difference between $1.35 per Share and the exercise price per Share of each option to purchase Shares with an exercise price less than $1.35 per Share. ** The filing fee was paid on April 19, 2002. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals the product of .000092 and the transaction value. [ ] 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. 2 to the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on April 19, 2002 and amended and supplemented by Amendment No. 1 thereto dated April 22, 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 (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, 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. Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplemented to add the following: There was a typographical error in the Offer materials for the toll-free 800 telephone number of MacKenzie Partners, Inc., the information agent for the Offer. The correct telephone number is (800) 322-2885. Attached hereto is the text of a postcard that was sent to holders of Shares. Item 12. Item 12 is hereby amended and supplemented to add the following exhibit: (a)(10) Postcard sent to holders of Shares on April 29, 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/ Charles Badlato ---------------------- Name: Charles Badlato Title: Treasurer AEROFLEX INCORPORATED By: /s/ Charles Badlato ---------------------- Name: Charles Badlato Title: Treasurer Dated: April 29, 2002 EXHIBIT INDEX (a)(10) Postcard sent to holders of Shares on April 29, 2002. EX-99 3 s388586.txt EXHIBIT (A)(10) Exhibit (a)(10) [Text of Postcard sent to holders of Shares on April 29, 2002] Due to a typographical error, an incorrect phone number was included in the materials previously sent to you in connection with the Offer to Purchase all outstanding shares of common stock (including the associated common stock purchase rights) of IFR Systems, Inc. by Testco Acquisition Corp., a wholly owned subsidiary of Aeroflex Incorporated, for $1.35 per share in cash. The correct contact information is below. The Information Agent for the Offer is: MACKENZIE PARTNERS, INC. 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885 Email: proxy@mackenziepartners.com We regret any inconvenience this may have caused you and remind you that the Offer is scheduled to expire at 12 noon, New York City time on Monday, May 20, 2002, unless the Offer is extended as set forth in the Offer to Purchase previously sent to you. Capitalized terms used herein but not defined have the meanings given to such terms in the Offer to Purchase. -----END PRIVACY-ENHANCED MESSAGE-----