As filed with the Securities and Exchange Commission on April 24, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 2)
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
(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
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* 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 7,249,519
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 Party: Ratos Acquisition
Form or Registration No.: Schedule TO Corp. Forvaltnings AB Ratos
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: [_]
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This Amendment No. 2 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "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. 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, 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.
ITEMS 4 and 11.
Items 4 and 11 of the Schedule TO are hereby amended and supplemented by
the information set forth in the Offer to Purchase, Exhibit (a)(1) to this
Amendment, as revised to reflect Purchaser, and Ratos' responses to the
comments on the Schedule TO received from the SEC on April 20, 2000, which
information is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following information:
(a)(1) Offer to Purchase dated April 4, 2000, as amended.
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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: April 24, 2000
RATOS ACQUISITION CORP.
/s/ Bo Jungner
By: _________________________________
Name: Bo Jungner
Title: Vice President and Secretary
FORVALTNINGS AB RATOS
/s/ Bo Jungner
By: _________________________________
Name: Bo Jungner
Title: Senior Investment Manager
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EXHIBIT INDEX
Exhibit
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(a)(1) Offer to Purchase dated April 4, 2000, as amended.
(a)(2) Form of Letter of Transmittal; filed with the Securities and Exchange
Commission under cover of Schedule TO on April 4, 2000, and
incorporated herein by reference.
(a)(3) Form of Notice of Guaranteed Delivery; filed with the Securities and
Exchange Commission under cover of Schedule TO on April 4, 2000, and
incorporated herein by reference.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees; filed with the Securities and Exchange Commission
under cover of Schedule TO on April 4, 2000, and incorporated herein
by reference.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees; filed with the Securities
and Exchange Commission under cover of Schedule TO on April 4, 2000,
and incorporated herein by reference.
(a)(6) Text of Press Release issued by Forvaltnings AB Ratos and Ratos
Acquisition Corp. on April 4, 2000; filed with the Securities and
Exchange Commission under cover of Schedule TO on April 4, 2000, and
incorporated herein by reference.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; filed with the Securities and Exchange Commission
under cover of Schedule TO on April 4, 2000, and incorporated herein
by reference.
(a)(8) Form of Summary Advertisement dated April 4, 2000; filed with the
Securities and Exchange Commission under cover of Schedule TO on April
4, 2000, and incorporated herein by reference.
(a)(9) Text of press release issued by Forvaltnings AB Ratos and Ratos
Acquisition Corp. on March 27; filed with the Securities and Exchange
Commission under cover of Schedule TO on March 27, 2000, and
incorporated herein by reference.
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of March 26, 2000, among
Forvaltnings AB Ratos, Ratos Acquisition Corp. and Farr Company; filed
with the Securities and Exchange Commission under cover of Schedule TO
on April 4, 2000, and incorporated herein by reference.
(d)(2) Form of Agreement to Tender and Resign, dated as of March 26, 2000,
among Forvaltnings AB Ratos, Ratos Acquisition Corp. and each of the
members of the Board of Directors of Farr Company, these being: Robert
Batinovich, Richard P. Bermingham, Dennis R. Brown, A. Frederick
Gerstell, John C. Johnston, John J. Kimes, H. Jack Meany and John A.
Sullivan; filed with the Securities and Exchange Commission under
cover of Schedule TO on April 4, 2000, and incorporated herein by
reference.
(d)(3) Form of Share Exchange Option Agreement, dated as of March 25, 2000,
among Forvaltnings AB Ratos, Camfil AB and certain majority
shareholders of Camfil AB identified therein; filed with the
Securities and Exchange Commission under cover of Schedule TO on April
4, 2000, and incorporated herein by reference.
(g) None.
(h) None.