-----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, Tk+O9dVh++UdSjVbDV4YCNcJx8sbzW7a1MO6O+emtmzDABZiT4d8r9Ed29/RK14C Gfd15RHldtF/2m9qZJ6Tvw== 0000950152-97-008838.txt : 19971229 0000950152-97-008838.hdr.sgml : 19971229 ACCESSION NUMBER: 0000950152-97-008838 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971224 SROS: NYSE 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: 97744090 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 SC 14D1/AMENDMENT #3 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- SCHEDULE 14D-1/A (AMENDMENT NO. 3) 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 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 initially filed with the Securities and Exchange Commission on November 26, 1997 (as amended, the "Schedule 14D-1") by TRW Inc., an Ohio corporation ("Parent"), and its wholly owned subsidiary Systems Acquisition Inc., a Delaware corporation (the "Purchaser"), 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, 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, and in the related Letter of Transmittal. 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 On December 23, 1997, Parent and the Purchaser were granted early termination of the waiting period under the HSR Act. Additionally, Parent received notification on December 12, 1997, that the German Federal Cartel Office has no objection to the Offer and the Merger. The full text of a press release, dated December 24, 1997, issued by Parent with respect to the expiration of the waiting period under the HSR Act is filed herewith as Exhibit (a)(10) and is incorporated herein by reference. Item 11. Material to be filed as Exhibits (a)(10) Text of press release issued by Parent, dated December 24, 1997. 3 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 24, 1997 EX-10.A 2 EXHIBIT 10(A) 1 Exhibit (a)(10) [TRW LOGO] NEWS RELEASE TRW Inc. 1900 Richmond Road Cleveland, OH 44124 For Immediate Release Contact Jay McCaffrey (Media) 888-632-6996 Tom Myers (Investor Relations) 216-291-7506 TRW-BDM INTERNATIONAL MERGER CLEARS WAITING PERIOD CLEVELAND, Dec. 24, 1997 -- TRW Inc. (NYSE: TRW) announced today that it has cleared with the Federal Trade Commission (FTC) its proposed transaction to acquire BDM International (Nasdaq:BDMI). The FTC granted early termination of the statutory waiting period under the Hart-Scott-Rodino Act on December 23, 1997. TRW has entered into a consent order with the FTC requiring TRW to divest and hold separate a Department of Defense contract to provide systems oversight valued at approximately $25 million in annual revenue. As announced on November 21, TRW is offering $29.50 per share to acquire BDM in a transaction valued at nearly $1 billion. The tender offer is conditioned on the valid tender of shares representing a majority of the voting power of BDM and other customary closing conditions. The offer is currently scheduled to expire at 12:00 midnight, New York City time, on December 24, 1997. TRW provides advanced technology products and services for the automotive and space and defense markets. Systems integration activities involve the development and application of systems engineering, systems integration, information systems, and software development products and services for domestic and international customers in government and commercial markets. TRW's total revenue in 1996 was approximately $10 billion. The company's news releases are available on the internet through TRW's Web site (http://www.trw.com). -----END PRIVACY-ENHANCED MESSAGE-----