AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2000
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. 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
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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 7,294,519 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.
<PAGE>
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|
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<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
EXHIBIT INDEX
EXHIBIT
(a)(11) Text of Press Release issued by Ratos and Purchaser on May 2, 2000.
FOR IMMEDIATE RELEASE
RATOS CLOSES SUCCESSFUL TENDER OFFER FOR FARR COMPANY
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STOCKHOLM, MAY 2, 2000 -- Forvaltnings AB Ratos, a publicly traded Swedish
private equity company, announced today the expiration of the $17.45 cash tender
offer for all of the outstanding shares of common stock of Farr Company (NASDAQ:
FARC) launched on April 4, 2000, by its wholly owned subsidiary, Ratos
Acquisition Corp. The tender offer expired yesterday, May 1, 2000, at 12:00
midnight.
In excess of 6.9 million shares were tendered into the offer and not
withdrawn prior to its expiration, representing approximately 95.6% of the
outstanding shares of Farr common stock. Such tendered shares include
approximately 0.2 million shares (approximately 2.7% of Farr's common stock)
tendered pursuant to Notices of Guaranteed Delivery. Ratos Acquisition Corp. has
accepted all shares properly tendered for prompt payment.
As soon as practicable, Ratos Acquisition Corp. intends to merge itself
with and into Farr, with Farr surviving as a wholly owned subsidiary of
Forvaltnings AB Ratos. Each share of Farr common stock not acquired pursuant to
the tender offer will be converted in the merger into the right to receive
$17.45 in cash, without interest. Following the merger, Forvaltnings AB Ratos
intends to cause (i) the shares of Farr common stock to be delisted from the
Nasdaq National Market and (ii) the registration of the shares of Farr common
stock under the Securities Exchange Act of 1934, as amended, to be terminated.
This news release does not constitute an offer to purchase or a
solicitation of an offer to sell securities. Information regarding the merger is
set forth in an offer to purchase filed with the Securities and Exchange
Commission and mailed to Farr's shareholders on April 4, 2000. Such document may
be obtained free of charge at the SEC's web site at www.sec.gov. You may also
obtain a copy of this document free of charge from Georgeson Shareholder
Communications Inc., the information agent for the offer, by calling toll-free
(800) 223-2064.
FORVALTNINGS AB RATOS, one of Sweden's oldest and largest private
equity companies, is listed on the Stockholm Stock Exchange. Ratos' business
concept is to maximize shareholder value through the professional and
responsible management of its investments, including an active involvement in
the governance of its portfolio companies. The net asset value of Ratos'
investments exceeds SEK 10bn. The company's current holdings include: Scandic
Hotels, Telelogic, Dahl, Superfos, Capona, Esselte, DataVis, Telia Overseas and
ACE.
Further Information:
Forvaltnings AB Ratos
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Internet: http://www.ratos.se
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Arne Karlsson, President and C.E.O.
+46-8-700-17-00
Bo Jungner, Senior Investment Manager
+46-8-700-17-85
