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. 4)*
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, Blau, Kramer, Wactlar
Meagher & 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***
$12,485,984 $1,149
** 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.
[ ] 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. 4 also constitutes the initial filing of the Schedule
13D of the Filing Persons with respect to the Securities of the Subject
Company purchased by the Filing Persons in the Offer. The information
contained herein and in the Tender Offer Statement on Schedule TO, as
amended, is incorporated by reference for purposes of the initial filing 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 6,940,836
EACH -----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------
10. SHARED DISPOSITIVE POWER
6,940,836
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,940,836
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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
83.8%(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 6,940,836
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
6,940,836
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,940,836
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
83.8%(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. 4 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 Offer expired at 12:00 noon, New York City time, on Monday,
May 20, 2002. Following the expiration of the Offer, the Purchaser accepted
for payment all Shares theretofore validly tendered and not withdrawn
pursuant to the Offer. The Purchaser was informed by American Stock
Transfer & Trust Company (as depositary for the Offer, the "Depositary")
that approximately 6,940,836 Shares were validly tendered and not withdrawn
as of the expiration of the Offer, including approximately 284,813 Shares
tendered by notice of guaranteed delivery. This number of Shares
represented approximately 83.8% of the issued and outstanding Shares of the
Company and approximately 75.1% of the Shares on a fully diluted basis.
In accordance with the terms of the Merger Agreement, dated as of
April 13, 2002, among Aeroflex, the Company and the Purchaser (the "Merger
Agreement") previously filed as exhibit (d)(1) to the Schedule TO, Aeroflex
has determined to provide a subsequent offering period (the "Subsequent
Offering Period") during which holders of Shares may tender their Shares
and receive the Offer Price. The Subsequent Offering Period began at 12:01
p.m. New York City time on Monday, May 20, 2002 and expires at 11:59 p.m.
New York City time on Monday, June 3, 2002. 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. Aeroflex and the Purchaser reserve the right to extend the
Subsequent Offering Period in accordance with applicable law.
Pursuant to the terms of the Merger Agreement, any remaining
publicly held Shares after the expiration of the Subsequent Offering Period
will be acquired for $1.35 per Share in a subsequent second-step merger of
the Purchaser and the Company (the "Merger") upon satisfaction or waiver of
the conditions to the Merger under the Merger Agreement, including the
approval of the Merger Agreement by holders of Shares if required by
applicable law. As a result of the purchase of 83.8% of the outstanding
Shares by the Purchaser in the Offer, the Purchaser has sufficient voting
power to approve the Merger without the vote of any other holder of Shares.
In addition, if the Purchaser acquires 90% or more of the outstanding
Shares pursuant to the Offer (including during the Subsequent Offering
Period), pursuant to the option to purchase Shares granted by the Company
to the Purchaser under the Merger Agreement or otherwise, then the Merger
would be completed without a vote of holders of Shares, in accordance with
applicable law.
Simultaneously with the acceptance for purchase of the Shares in
the Offer and in accordance with the Merger Agreement, Aeroflex loaned to
the Company $48.8 million and the Company paid to the lenders under the
Company's credit agreement approximately $49 million in full satisfaction
of the approximately $84 million owed to the lenders under the credit
agreement.
On May 20, 2002, Aeroflex issued a press release announcing the
purchase of Shares in the Offer. A copy of the press release is attached
hereto as Exhibit (a)(11) 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)(11) Press Release, dated May 20, 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: May 20, 2002
EXHIBIT INDEX
(a)(11) Press Release, dated May 20, 2002.