0000769993-14-000555.txt : 20140916
0000769993-14-000555.hdr.sgml : 20140916
20140916191842
ACCESSION NUMBER: 0000769993-14-000555
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140912
FILED AS OF DATE: 20140916
DATE AS OF CHANGE: 20140916
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AEROFLEX HOLDING CORP.
CENTRAL INDEX KEY: 0001487990
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 010899019
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 35 SOUTH SERVICE ROAD
STREET 2: P.O. BOX 6022
CITY: PLAINVIEW
STATE: NY
ZIP: 11803
BUSINESS PHONE: 516 694 6700
MAIL ADDRESS:
STREET 1: 35 SOUTH SERVICE ROAD
STREET 2: P.O. BOX 6022
CITY: PLAINVIEW
STATE: NY
ZIP: 11803
FORMER COMPANY:
FORMER CONFORMED NAME: AX HOLDING CORP.
DATE OF NAME CHANGE: 20100325
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Direct, L.L.C.
CENTRAL INDEX KEY: 0001415176
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34974
FILM NUMBER: 141106538
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS & CO
CENTRAL INDEX KEY: 0000769993
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1127
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34974
FILM NUMBER: 141106539
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
STREET 2: C/O GOLDMAN SACHS & CO
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34974
FILM NUMBER: 141106540
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
4
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200 WEST STREET
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200 WEST STREET
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0001415176
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200 WEST STREET
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See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs") and GS Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.
Pursuant to an agreement and plan of merger, dated as of May 19, 2014 by and among Aeroflex Holding Corp. (the "Company"), Cobham plc ("Cobham") and Army Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of Cobham, as amended by Amendment No. 1 to the Merger Agreement, dated as of August 15, 2014, Merger Sub merged with and into the Company. The merger was consummated on September 12, 2014. The Company was the surviving corporation and, as a result of the merger, became a wholly-owned subsidiary of Cobham.
Each share of the common stock, par value $0.01 per share of the Company issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $10.50 in cash, without interest, and less any applicable withholding taxes.
/s/ Kevin P. Treanor, Attorney-in-fact
2014-09-16-04:00
/s/ Kevin P. Treanor, Attorney-in-fact
2014-09-16-04:00
/s/ Kevin P. Treanor, Attorney-in-fact
2014-09-16-04:00