SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 5) *
SCHEDULE 13D
(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))
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Common Stock, Par Value $.01 Per Share
(Including the Associated Rights to Purchase Common Stock)
(Title of Class of Securities)
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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
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Transaction Valuation** Amount Of Filing Fee***
$12,485,984 $1,149
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<FN>
** Estimated for the purpose of calculating the filing fee only in accordance
with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended,
based upon (a) $1.35 multiplied by (b) 9,248,877, representing the number
of shares of common stock, par value $.01 per share of IFR Systems, Inc.
(including the associated rights to purchase common stock, the "Shares")
outstanding as of April 19, 2002 plus the maximum number of Shares issuable
pursuant to outstanding options. The amount of the filing fee calculated in
accordance with Section 13(e) of the Securities Exchange Act of 1934, as
amended, equals the product of .000092 and the transaction value.
*** The filing fee was previously paid.
</FN>
[ ] 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.
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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: [ ]
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* This Amendment No. 5 to Schedule TO also constitutes Amendment No. 1 to the
Schedule 13D of the Filing Persons with respect to the Securities of the Subject
Company purchased by the Filing Persons in the Offer, including the initial
period of the Subsequent Offering Period thereof. The information contained
herein and in the Tender Offer Statement on Schedule TO, as amended, is
incorporated by reference for purposes of the Schedule 13D.
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SCHEDULE 13D
CUSIP No. 449507102
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Aeroflex Incorporated
IRS Id. No: 11-1974412
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 7,273,333
EACH _________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH _________________________________________
10. SHARED DISPOSITIVE POWER
7,273,333
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,273,333
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
87.8%(1)
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14. TYPE OF REPORTING PERSON
CO
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(1) Based on the 8,282,009 shares issued and outstanding as of the close of
business on April 12, 2002.
SCHEDULE 13D
CUSIP No. 449507102
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1. NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Testco Acquisition Corp.
IRS Id. No: 32-0010978
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 7,273,333
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
7,273,333
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,273,333
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
87.8%(1)
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14. TYPE OF REPORTING PERSON
CO
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(1) Based on the 8,282,009 shares issued and outstanding as of the close of
business on April 12, 2002.
This Amendment No. 5 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, par value $.01 per share (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 (the "Offer Price"), 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.
Items 8 and 11. Interest in Securities of the Subject Company; Additional
Information.
Items 8 and 11 of the Schedule TO are hereby amended and supplemented to
add the following:
The initial period of the Subsequent Offering Period of the Offer expired
at 11:59 p.m. New York City time on Monday, June 3, 2002. During this period,
the Purchaser accepted for payment all Shares validly tendered pursuant to the
Offer as such Shares were tendered. The Purchaser was informed by the Depositary
that approximately 7,273,333 Shares were validly tendered as of the expiration
of the initial period of the Subsequent Offering Period (including the Shares
previously tendered during the initial period of the Offer and accepted for
purchase), including approximately 5,250 Shares tendered by notice of guaranteed
delivery. This number of Shares represented approximately 87.8% of the issued
and outstanding Shares of the Company.
In accordance with the terms of the Merger Agreement, Aeroflex has
determined to extend the Subsequent Offering Period during which holders of
Shares may tender their Shares and receive the Offer Price. The Subsequent
Offering Period has been extended and now will expire at 11:59 p.m. New York
City time on Friday, June 14, 2002. As previously disclosed, during the
Subsequent Offering Period, Shares will be accepted and promptly paid for as
they are tendered. Shares that are tendered during the Subsequent Offering
Period may not be withdrawn. In accordance with applicable law, Aeroflex and the
Purchaser may not further extend the Subsequent Offering Period.
On June 4, 2002, Aeroflex issued a press release announcing the extension
of the Subsequent Offering Period. A copy of the press release is attached
hereto as Exhibit (a)(12) and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the
following exhibit:
(a)(12) Press Release, dated June 4, 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
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Name: Michael Gorin
Title: President
AEROFLEX INCORPORATED
By: /s/ Michael Gorin
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Name: Michael Gorin
Title: President and Chief Financial Officer
Dated: June 4, 2002