-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EeqNft3xpmrRV1i+ILFppP+KZz3zEe5/Um1htastYGehszf0zQ7X99VZ9Cq8YoKO 2Gkw1aQspqKys9qh7mYzHw== 0000950152-97-008486.txt : 19971209 0000950152-97-008486.hdr.sgml : 19971209 ACCESSION NUMBER: 0000950152-97-008486 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971205 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BDM INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0000870763 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 541561881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-45795 FILM NUMBER: 97733509 BUSINESS ADDRESS: STREET 1: 1501 BDM WAY CITY: MCLEAN STATE: VA ZIP: 22102-3201 BUSINESS PHONE: 7038485000 MAIL ADDRESS: STREET 1: 1501 BDM WAY CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: BDM HOLDINGS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 SC 14D1/A 1 BDM INTERNATIONAL/TRW SCHEDULE 14D1/AMENDMENT #1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- SCHEDULE 14D-1/A (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------- BDM INTERNATIONAL, INC. (Name of Subject Company) SYSTEMS ACQUISITION INC. A WHOLLY OWNED SUBSIDIARY OF TRW INC. (Bidders) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 05537W-20-9 (Cusip Number of Class of Securities) WILLIAM B. LAWRENCE, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY TRW INC. 1900 RICHMOND ROAD CLEVELAND, OHIO 44124 TELEPHONE: (216) 291-7230 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: JONES, DAY, REAVIS & POGUE 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 326-3939 ATTENTION: ROBERT A. PROFUSEK, ESQ. ================================================================================ 2 CUSIP NO. 05537W-20-9 14D-1/A 1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of Above Persons TRW Inc. ("Parent") I.R.S. No. 34-0575430 2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3) SEC USE ONLY 4) Source of Funds WC, BK, OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) [ ] 6) Citizenship or Place of Organization Ohio 7) Aggregate Amount Beneficially Owned by Each Reporting Person 7,660,000 8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] 9) Percent of Class Represented by Amount in Row (7) 25.8% of the Shares issued and outstanding as of November 19, 1997. 10) Type of Reporting Person CO, GM -2- 3 CUSIP NO. 05537W-20-9 14D-1/A 1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of Above Persons Systems Acquisition Inc. ("Purchaser") I.R.S. No. Applied for 2) Check the Appropriate Box if a Member of a Group (a) [ X ] (b) [ ] 3) SEC USE ONLY 4) Source of Funds WC, AF 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) [ ] 6) Citizenship or Place of Organization Delaware 7) Aggregate Amount Beneficially Owned by Each Reporting Person 7,660,000 8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] 9) Percent of Class Represented by Amount in Row (7) 25.8% of the Shares issued and outstanding as of November 19, 1997. 10) Type of Reporting Person CO, GM -3- 4 This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1 initially filed on November 26, 1997 (the "Schedule 14D-1") by TRW Inc., an Ohio corporation, and its wholly owned subsidiary, Systems Acquisition Inc., a Delaware corporation (the "Purchaser"), with the Securities and Exchange Commission in respect of the tender offer by the Purchaser for all the outstanding shares of Common Stock ("Shares") of BDM International, Inc., a Delaware corporation (the "Company"), at a purchase price of $29.50 per Share, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 26, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended from time to time, constitute the "Offer"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 14D-1. Item 10. Additional Information The introductory language of the first full paragraph on page 33 under Section 14 of the Offer to Purchase is hereby deleted and the following sentence is inserted in lieu thereof: Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and subject to any such rules or regulations, may delay the acceptance for payment of any tendered Shares and (except as provided in the Merger Agreement) amend or terminate the Offer (whether or not any Shares have been theretofore purchased or paid for pursuant to the Offer) (i) unless the following conditions shall have been satisfied: (a) there shall be validly tendered and not withdrawn prior to the Expiration Date a number of Shares which represents at least a majority of the total voting power of the outstanding securities of the Company entitled to vote in the election of directors or in a merger ("Voting Securities") calculated on a fully diluted basis (the "Minimum Condition") ("on a fully diluted basis" having the following meaning as of any date: the number of Voting Securities outstanding, together with Voting Securities issuable pursuant to obligations outstanding at that date under employee stock option or other benefit plans or otherwise) and (b) any applicable waiting period under the HSR Act and similar German laws (see Section 15) shall have expired or been terminated prior to the Expiration Date or (ii) if at any time after the date of the Merger Agreement and before the Expiration Date (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following events shall occur and be continuing: -4- 5 SIGNATURES 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. TRW INC. (Parent) By /s/ William B. Lawrence ------------------------------------------- William B. Lawrence Executive Vice President, General Counsel and Secretary SYSTEMS ACQUISITION INC. (Purchaser) By /s/ Kathleen A. Weigand ------------------------------------------- Kathleen A. Weigand Vice President and Secretary Date: December 5, 1997 - 5 - -----END PRIVACY-ENHANCED MESSAGE-----