AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) FARR COMPANY (Name of Subject Company (Issuer)) RATOS ACQUISITION CORP. a wholly owned subsidiary of FORVALTNINGS AB RATOS (Names of Filing Persons (Offerors)) COMMON STOCK, $0.10 PAR VALUE PER SHARE (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE SHARES OF COMMON STOCK) (Title of Class of Securities) 311648 10 9 (CUSIP Number of Class of Securities) MICHAEL M. MANEY, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 TELEPHONE: (212) 558-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee $134,024,308.60 $26,804.87 - ------------------------------------------- ------------------------------------ * The transaction value has been determined assuming (i) the purchase of 100% of the outstanding shares of common stock of the Issuer, par value $0.10 per share (the "Common Stock"), including the associated rights to purchase Common Stock (the "Rights" and, together with the Common Stock, the "Shares") at a price per Share of $17.45, net to the seller in cash (the "Offer Price"), and (ii) the cancellation of and payment for all of the outstanding options (the "Company Options") to purchase Shares under the Issuer's stock option and incentive plans (the "Company Option Plans") at a price equal to the excess of the Offer Price over the per Share exercise price applicable to such Company Options. Pursuant to the Agreement and Plan of Merger, dated as of March 26, 2000, among the Issuer and the Offerors, the Issuer represented to the Offerors that as of the date of such agreement there were 7,294,519 Shares outstanding and 697,200 Shares reserved for issuance under the Company Option Plans having an average exercise price of $7.79. The transaction value has been estimated for purposes of calculating the amount of the filing fee only. |X| 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: $26,804.87 Filing Parties: Ratos Acquisition Corp. Forvaltnings AB Ratos Form or Registration No.: Schedule TO Date Filed: April 4, 2000 |_| 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: |X| ================================================================================ ================================================================================ This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed by Ratos Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Forvaltnings AB Ratos (publ.), a Swedish corporation ("Ratos"), with the Securities and Exchange Commission (the "SEC") on April 4, 2000, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on April 19, 2000, and Amendment No. 2 to the Schedule TO filed with the SEC on April 24, 2000 (as amended, the "Schedule TO"). The Schedule TO relates to a tender offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.10 per share (the "Common Stock"), including the associated rights to purchase Common Stock (the "Rights" and, together with the Common Stock, the "Shares"), of Farr Company, a Delaware corporation (the "Company"), at a price of $17.45 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 4, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal", and together with the Offer to Purchase and any amendments or supplements thereto, the "Offer"). ITEMS 4, 8 AND 11. Items 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by the addition of the following paragraphs: The Offer terminated at 12:00 midnight, New York City time, on Monday, May 1, 2000. As of the time the Offer expired, 6,976,007 Shares had been tendered into the Offer and not withdrawn, representing approximately 95.6% of the issued and outstanding Shares of the Company (the "Tendered Shares"). The Tendered Shares include 199,904 Shares tendered pursuant to Notices of Guaranteed Delivery. Purchaser will purchase all properly tendered Shares prior to 12:00 noon on Wednesday, May 3, 2000. The information contained in Purchaser and Ratos' press release, dated May 2, 2000, a copy of which is filed herewith as Exhibit (a)(11), is incorporated by reference herein. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. Item 6 of the Schedule TO is hereby amended and supplemented by the addition of the following paragraph: As soon as practicable, Purchaser intends to merge itself with and into the Company, with the Company surviving as a wholly owned subsidiary of Ratos (the "Merger"). Each share of common stock of the Company not acquired pursuant to the tender offer will be 1 converted in the Merger into the right to receive $17.45 in cash, without interest. Following the Merger, Ratos intends to cause (i) the shares of common stock of the Company to be delisted from the Nasdaq National Market and (ii) the registration of the shares of common stock of the Company under the Securities Exchange Act of 1934, as amended, to be terminated. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to include the following information: (a)(11) Text of Press Release issued by Ratos and Purchaser on May 2, 2000. 2 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. Date: May 2, 2000 RATOS ACQUISITION CORP. BY: /s/ Bo Jungner ----------------------------------- NAME: Bo Jungner TITLE: Vice President and Secretary FORVALTNINGS AB RATOS BY: /s/ Bo Jungner ----------------------------------- NAME: Bo Jungner TITLE: Senior Investment Manager 3 EXHIBIT INDEX EXHIBIT (a)(11) Text of Press Release issued by Ratos and Purchaser on May 2, 2000.