-----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, Ve2RENr+sJO5u4n6cwqorKf5A67xyff11eTldwYSc+Jir6iUACZcWXIhIjZGgufC yEXESIKYPCD+EewtK9uWeg== 0000950172-02-000787.txt : 20020422 0000950172-02-000787.hdr.sgml : 20020422 ACCESSION NUMBER: 0000950172-02-000787 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020422 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: 02617244 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 s387465v3.txt SC TO - AMENDMENT NO. 1 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. 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 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 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 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. ** The filing fee was paid on April 19, 2002. [ ] 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. 1 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 (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. Item 11 is hereby amended and supplemented to add the following: On April 19, 2002, Aeroflex announced that the Purchaser commenced the Offer. A copy of the press release is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. Item 12. Item 12 is hereby amended and supplemented to add the following exhibit: (a)(9) Press Release, dated April 19, 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: April 22, 2002 EXHIBIT INDEX (a)(9) Press Release, dated April 19, 2002. EX-99 3 pr387465v3.txt EXHIBIT (A)(9) - PRESS RELEASE 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 COMMENCES TENDER OFFER FOR IFR SYSTEMS, INC. PLAINVIEW, NY - April 19, 2002 - Aeroflex Incorporated (Nasdaq Symbol: ARXX) announced today that it has commenced a tender offer for all shares of IFR Systems, Inc. (Nasdaq Symbol:IFRS), for $1.35 net per share in cash. The tender offer is pursuant to the previously announced definitive agreement, which was approved by the boards of directors of both Aeroflex and IFR. IFR's board also recommended to its stockholders that they accept the offer to tender their shares. The offer and withdrawal rights will expire at 12:00 noon New York City time on May 20, 2002, unless extended. Upon any acceptance for purchase of IFR shares in the tender offer, Aeroflex will make a loan to IFR in the amount of $48.8 million to repay IFR's bank indebtedness of approximately $84 million, including interest. IFR is currently in default under the terms of its bank indebtedness. Following the tender offer, it is expected that there will be a merger in which all remaining shares of IFR will be converted into the right to receive the same cash price of $1.35 per share in accordance with the agreement. The entire transaction is valued at approximately $60 million. The consummation of the tender offer is conditioned on receipt of 50.1% of IFR's then outstanding shares on a fully diluted basis. The tender offer and the other transactions contemplated by the agreement are also subject to customary conditions, as well as the continued forbearance of IFR's bank lenders and the discharge of IFR's obligations under its credit agreement. 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. Aeroflex Incorporated is filing a tender offer statement and related documents with the Securities and Exchange Commission ("SEC") and IFR Systems, Inc. is filing 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. -----END PRIVACY-ENHANCED MESSAGE-----