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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 15, 2000
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FARR COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 0-4723 95-1288401
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2201 Park Place, El Segundo, CA 90245
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 727-6300
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(Former name and former address, if changed since last report.)
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ITEM 1. CHANGE IN CONTROL OF THE REGISTRANT.
On May 2, 2000, Ratos Acquisition Corp., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Forvaltnings AB Ratos
(publ.), a Swedish corporation ("Ratos"), filed Amendment No. 3 to amend and
supplement the Tender Offer Statement on Schedule TO filed by Purchaser and
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").
Amendment No. 3 stated that:
"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 approximately 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."
On May 8, 2000 the merger of the Company with Purchaser became
effective, with the Company surviving as a wholly owned subsidiary of Ratos (the
"Merger"). As a result of the Merger, all outstanding Shares (other than Shares
held by Ratos, Purchaser, the Company, their respective subsidiaries or persons
who perfect dissenter's rights) have been converted into the right to receive
$17.45 in cash per share, without interest.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FARR COMPANY
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(Registrant)
Date /s/ Stephen E. Pegg
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(Signature)*
Stephen E. Pegg, Senior Vice President and Chief Financial Officer
*Print name and title of the signing officer under this signature
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