-----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, PRvBoZcoAAU1RpbtPtFGGpP480B9L/bokWoDrXTpZ5MkkRrMAg+tpPMAPWRpiUeG RNbEcyDqKDhrbSQNEzka/A== 0000950152-97-008861.txt : 19971230 0000950152-97-008861.hdr.sgml : 19971230 ACCESSION NUMBER: 0000950152-97-008861 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971229 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: 97745186 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 TRW INC./BDM INTERNATIONAL FINAL AMEND. SC 14D1/A 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- SCHEDULE 14D-1/A (FINAL AMENDMENT) 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 AND 13D 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 29,123,947.229 8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] 9) Percent of Class Represented by Amount in Row (7) 97.94% ** of the Shares issued and outstanding as of December 24, 1997. 10) Type of Reporting Person CO, GM
** Reflects ownership of the shares of Common Stock of BDM International, Inc. ("BDM") tendered pursuant to the tender offer, but prior to the merger of Purchaser with and into BDM. After completion of the merger, TRW Inc. owned 100% of the outstanding shares of Common Stock of BDM. -2- 3
CUSIP NO. 05537W-20-9 14D-1/A AND 13D 1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of Above Persons Systems Acquisition Inc. ("Purchaser") I.R.S. No. 34-1851279 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 29,123,947.229 8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] 9) Percent of Class Represented by Amount in Row (7) 97.94% ** of the Shares issued and outstanding as of December 24, 1997. 10) Type of Reporting Person CO, GM
** Reflects ownership of the shares of Common Stock of BDM International, Inc. ("BDM") tendered pursuant to the tender offer, but prior to the merger of Purchaser with and into BDM. After completion of the merger, TRW Inc. owned 100% of the outstanding shares of Common Stock of BDM. -3- 4 This Final Amendment amends and supplements the Tender Offer Statement on Schedule 14D-1 initially filed 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 ("Purchaser"), with the Securities and Exchange Commission (the "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 ("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, 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 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On December 26, 1997, Parent requested that the Shares no longer be quoted on Nasdaq. On December 29, 1997, Parent filed a Form 15 with the Commission to commence the procedure to terminate the registration of the Shares and the Company's reporting obligations under the Exchange Act. The information provided in this Final Amendment under Item 6 is incorporated herein by reference. Item 6. Interest in Securities of the Subject Company. Item 6 is hereby amended and supplemented by adding thereto the following: At 12:00 Midnight, New York City time, on December 24, 1997, the Offer expired. Based on information provided by the Depositary, approximately 29,123,947 Shares were tendered pursuant to the Offer, of which 165,042 Shares were tendered pursuant to notices of guaranteed delivery. Following the expiration of the Offer, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer. The acceptance of such tendered Shares resulted in the Purchaser owning approximately 97.94% of the outstanding Shares. The text of the press release issued by Parent with respect to the expiration of the Offer and Purchaser's acceptance of the Shares tendered is attached as Exhibit (a)(11) and is incorporated herein by reference. At 8:30 a.m., New York City time, on December 29, 1997, Purchaser was merged with and into the Company. Item 11. Material to be Filed as Exhibits. (a)(11) Text of Press Release issued by Parent dated December 26, 1997. -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 29, 1997 -5- EX-11.A 2 EXHIBIT 11(A) 1 Exhibit (a)(11) [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 COMPLETES BID FOR BDM INTERNATIONAL CLEVELAND, Dec. 26, 1997 -- TRW Inc. (NYSE: TRW) announced today the completion of its $29.50-per-share cash tender offer for the outstanding shares of BDM International, Inc. (Nasdaq: BDMI). In the offer, which expired at 12:00 Midnight, New York City time, on December 24, 1997, 29,123,947 shares of common stock of BDM were tendered including 165,042 shares subject to guarantees of delivery. TRW accepted shares for payment representing approximately 97.94 percent of BDM's outstanding stock. TRW plans to promptly effect the merger of its wholly-owned subsidiary Systems Acquisition Inc. with and into BDM. As a result of the merger, all remaining outstanding shares of BDM not tendered in the offer will be converted into the right to receive $29.50 per share in cash, the same amount paid to shareholders tendering pursuant to the offer, and BDM will become a wholly-owned subsidiary of TRW. BDM is a multinational information technology company based in McLean, Va., that provides systems integration and computer services to public sector and commercial customers. Revenue in 1996 totaled approximately $1 billion. The company employs approximately 9,000 people in 110 worldwide locations. Additional information is available on BDM's Web site (http://www.bdm.com). 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-----