AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 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. 1)
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
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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 Parties: Ratos Acquisition Corp.
Forvaltnings AB Ratos
<PAGE>
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: |_|
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<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on April 4, 2000, by Ratos Acquisition Corp., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Forvaltnings AB Ratos,
a Swedish corporation ("Ratos"). 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 (the "Letter of
Transmittal", and together with the Offer to Purchase and any amendments or
supplements thereto, the "Offer").
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by the
addition of the following paragraph:
On April 14, 2000, early termination of the 15 day waiting
period applicable to the Offer under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), was granted by the Federal Trade Commission. Early
termination or expiration of the waiting period under the HSR
Act was a condition of the Offer, and such condition has now
been satisfied.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following information:
(a)(10) Text of Press Release issued by Ratos and Purchaser on April 19, 2000.
1
<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: April 19, 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
2
<PAGE>
EXHIBIT INDEX
EXHIBIT
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(a)(10) Text of Press Release issued by Ratos and Purchaser on April 19, 2000.
3
FOR IMMEDIATE RELEASE
RATOS GRANTED EARLY TERMINATION OF WAITING PERIOD UNDER HSR ACT
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STOCKHOLM, APRIL 19, 2000 -- Forvaltnings AB Ratos, a publicly traded Swedish
private equity company, has announced that it received written confirmation
earlier today of the Federal Trade Commission's decision to grant Ratos' request
for early termination of the required waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, applicable to Ratos' acquisition
of Farr Company. On Tuesday, April 4, 2000, Ratos Acquisition Corp., a wholly
owned subsidiary of Ratos, commenced a cash tender offer to acquire all of the
outstanding shares of common stock of Farr Company (NASDAQ: FARC) at a price of
$17.45 per share. The tender offer is conditioned upon the tender of at least a
majority of the outstanding shares of Farr common stock in the offer, as well as
certain customary conditions, including the expiration or termination of the
waiting period under the HSR Act. As a result of the FTC's decision, the latter
condition has now been satisfied. The tender offer is scheduled to expire at
12:00 midnight (New York City time) on Monday, May 1, 2000, unless extended.
Following completion of the tender offer and subject to satisfaction of
certain conditions, Ratos Acquisition Corp. will be merged with and into Farr,
with Farr remaining as the surviving corporation. Each share of Farr common
stock not acquired pursuant to the offer will be converted in the merger into
the right to receive $17.45 in cash.
This news release does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The complete terms and conditions
of the tender offer are set forth in an offer to purchase and related letter of
transmittal, filed with the Securities and Exchange Commission and mailed to
Farr's shareholders on April 4, 2000. These documents may be obtained free of
charge at the SEC's web site at www.sec.gov. You may also obtain a copy of each
of these documents 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
