UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(RULE
14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
CIRCOR
INTERNATIONAL, INC.
(Name of Subject Company)
CR ACQUISITION COMPANY
(Offeror)
CRANE CO.
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
17273K109
(CUSIP Number
of Class of Securities)
Anthony M. DIorio
Vice President, General Counsel and Secretary
100 First Stamford Place
Stamford, Connecticut 06902
(203)
363-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Ann Beth
Stebbins
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York,
New York 10036
(212)
735-3000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$936,526,095.00
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$113,506.96
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*
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Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by
multiplying
(i) $45.00, the tender offer price,
by
(ii) 20,811,691 shares of common stock, par value $0.01 per share (the Shares), of CIRCOR International, Inc. (CIRCOR), which includes (a) 19,900,885 Shares
issued and outstanding as of June 18, 2019, as set forth in CIRCORs Schedule
14D-9
filed with the Securities and Exchange Commission on June 24, 2019 (the CIRCOR Schedule
14D-9),
plus
(b) 730,767 stock options relating to the Shares outstanding as of June 18, 2019, as set forth in the CIRCOR Schedule
14D-9,
plus
(c)
305,146 restricted stock units relating to the Shares outstanding as of June 18, 2019, as set forth in the CIRCOR Schedule
14D-9,
plus
(d) 135,148 performance share units relating to the Shares
outstanding as of June 18, 2019, as set forth in the CIRCOR Schedule
14D-9
and
minus
(e) 260,255 Shares owned, as of the date of this document, by Crane Co. and its subsidiaries.
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**
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The amount of the filing fee is calculated in accordance with Rule
0-11
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2019, issued August 24, 2018, by multiplying the transaction valuation by .0001212
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☒
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Check 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.
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Amount Previously Paid:
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$113,493.68
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Filing Party: Crane Co. and CR Acquisition Company
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Form or Registration No.:
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Schedule
TO-T
(File
No. 005-57061)
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Date Filed: June 17, 2019
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Amount Previously Paid:
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$13.28
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Filing Party: Crane Co. and CR Acquisition Company
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Form or Registration No.:
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Schedule
TO-T
(File
No. 005-57061)
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Date Filed: June 24, 2019
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
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third-party tender offer subject to
Rule 14d-1.
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☐
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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☐
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
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Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
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