-----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, EQT23me6TZi+b3DPHDsJF9X/NCl78LNpWse5CClyAbRGn2wjPcD3vCogI2LqhE1k LjZhG5t+x6JkbHe1jtMCyg== 0000950152-99-000777.txt : 19990210 0000950152-99-000777.hdr.sgml : 19990210 ACCESSION NUMBER: 0000950152-99-000777 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUCASVARITY PLC CENTRAL INDEX KEY: 0001016475 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-48489 FILM NUMBER: 99526476 BUSINESS ADDRESS: STREET 1: 46 PARK ST CITY: LONDON W1Y 4DJ STATE: X0 MAIL ADDRESS: STREET 1: CAHILL GORDON & REINDEL STREET 2: 80 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10005 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./LUCASVARITY PLC.--SCHEDULE 14D1/AMEND.#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 LucasVarity plc (Name of Subject Company) TRW Automotive UK TRW Inc. (Bidders) Ordinary Shares of 25 pence each and American Depositary Shares, each representing ten Ordinary Shares and evidenced by American Depositary Receipts (Title of Class of Securities) G 56955100 (Ordinary Shares) 549395101 (American Depositary Shares) (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 (216) 291-7230 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: Robert A. Profusek, Esq. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 (212) 326-3800 2 CUSIP NO. G 56955100 (ORDINARY SHARES) CUSIP NO. 549395101 (AMERICAN DEPOSITARY SHARES) 1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS TRW Automotive UK 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS 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 England and Wales 7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,852,100* (Ordinary Shares, including Ordinary Shares represented by American Depositary Shares) 8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 0.13% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) outstanding as of February 2, 1999.** 10) TYPE OF REPORTING PERSON CO -2- 3 CUSIP NO. G 56955100 (ORDINARY SHARES) CUSIP NO. 549395101 (AMERICAN DEPOSITARY SHARES) 1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS TRW Inc. I.R.S. No. 34-0575430 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS BK 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 1,852,100* (Ordinary Shares, including Ordinary Shares represented by American Depositary Shares) 8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 0.13% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) outstanding as of February 2, 1999.** 10) TYPE OF REPORTING PERSON CO ________________________ * Irrevocable undertakings to accept the offer (the "Offer") by TRW Automotive UK to purchase all of the outstanding (i) ordinary shares of 25 pence each of LucasVarity plc ("LucasVarity Shares") and (ii) American Depositary Shares ("LucasVarity ADS"), each representing ten LucasVarity Shares and evidenced by American Depositary Receipts, have been received from Directors of LucasVarity in respect of their holdings of LucasVarity Shares and LucasVarity ADSs. The irrevocable undertakings are described in Section 4 under the caption "Irrevocable undertakings" in the letter, dated February 6, 1999, from Morgan Guaranty Trust Company of New York in the Offer To Purchase, dated February 6, 1999 (the "Offer to Purchase") and in Section 4 under the caption "Shareholdings and dealings" in Appendix VI to the Offer To Purchase. ** Based on information provided in Section 15 of Appendix VI of the Offer to Purchase. -3- 4 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 initially filed on February 5, 1999 (the "Schedule 14D-1") by TRW Inc., an Ohio corporation ("TRW"), and TRW Automotive UK, a private unlimited company registered in England and Wales, with the Securities and Exchange Commission in respect of the tender offer for all the outstanding (i) ordinary shares of 25 pence each of LucasVarity plc and (ii) American Depositary Shares of LucasVarity, each representing ten LucasVarity Shares and evidenced by American Depositary Receipts, upon the terms and subject to the conditions set forth in the Offer To Purchase, dated February 6, 1999, the related Letter of Transmittal and the related Form of Acceptance, Authority and Election Relating to the Offer. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 14D-1. In the EDGAR version of Exhibits (a)(1), (a)(2), (a)(5), (a)(6) and (a)(11) to the Schedule 14D-1, pound sterling amounts are preceded by the letter L or the symbol "#". Item 4. Source and Amount of Funds or Other Consideration. The information appearing under paragraph (a) and (b) of Item 4 of the Schedule 14D-1 is amended by adding the following information thereto. As set forth under Section 7 in the Offer To Purchase under Appendix VI, the Offer is being financed through credit facilities initially provided by J.P. Morgan, Bank of America and Citibank (the "Initial Banks"). A portion of the commitments of the Initial Banks under the Tranche One Facility (as defined in such Section 7) and a portion of the commitments of the Initial Banks under the Tranche Two Facility (as defined in such Section 7) has been assigned to and assumed by Barclays Bank plc with the consent of TRW. As contemplated by the Credit Agreement filed as Exhibit (b)(1) to the Schedule 14D-1 syndication of these facilities is likely occur in the future. Item 11. Material to be Filed as Exhibits. (a)(12) Text of Press Release issued by TRW Inc. dated February 6, 1999. -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. By: /s/ William B. Lawrence --------------------------------- William B. Lawrence Executive Vice President, General Counsel and Secretary TRW AUTOMOTIVE UK By: /s/ William B. Lawrence --------------------------------- William B. Lawrence Secretary Date: February 9, 1999 -5- EX-12.A 2 EXHIBIT (A)(12) 1 Exhibit (a)(12) NEWS RELEASE LOGO TRW LOGO For Immediate Release Contacts: TRW Jay A. McCaffrey (Cleveland) +1 216.291.7179 (Media) Larry Edelman (Cleveland) +1 216.291.7506 (Investors) LucasVarity Nick Jones (London) +44 171 647 0617 (Media) JP Morgan Sarah Nash (New York) +1 212.483.2323 Daniel Chamier (London) +44 171 600 2300 Citigate Dewe Rogerson Patrick Donovan (London) +44 (0) 467 445 531 (Media) Martin Jackson (London) +44 (0) 378 666 280 (Media) TRW ANNOUNCES CASH TENDER OFFER FOR LUCASVARITY PLC COMPANY ISSUES OFFER DOCUMENT CLEVELAND, OHIO and LONDON, ENGLAND - February 6, 1999 - TRW Inc. (NYSE: TRW) announced today that it has commenced a tender offer at 288 pence per share, or approximately $47.35 per American Depositary Share based on current exchange rates (each ADS representing 10 ordinary shares evidenced by LucasVarity ADRs), in cash to acquire the entire issued share capital of LucasVarity plc (NYSE: LVA, LSE: LVA). The offer is scheduled to expire March 9, 1999, 10:00 a.m. EST (3:00 p.m. London). The offer is contingent on, among other things, valid acceptances being received by no fewer than 90 percent of the total shares outstanding. -- more -- 2 TRW/2 Important benefits of TRW's offer include the following: o TRW's offer of 288 pence per ordinary share is wholly cash, ensuring that accepting shareholders receive full value for their shares. o The board of LucasVarity considers that the combination of LucasVarity and TRW offers both the best potential value for shareholders and an opportunity for its employees to become part of a dynamic global leader in technology, manufacturing and service with approximately $19 billion in revenue. This provides: - Considerably superior financial, technological and operational scale, and - A critical mass platform for rapid growth in all its global markets. o The combined group will be a global leader in vehicle safety systems, which includes steering, suspension, brakes, occupant restraints, and related electronics. "The combination is an excellent strategic fit for both companies," said Joseph T. Gorman, chairman and chief executive officer. "Together, we will create one of the world's preeminent automotive systems suppliers. Our products, skills, state-of-the-art engineering and manufacturing capabilities will serve as catalysts for sustainable long-term growth." TRW provides advanced technology products and services for the global automotive, space, defense and information technology markets. The company's news releases are available through TRW's corporate Web site (http: www.trw.com/). -- more -- 3 TRW/3 TRW cautions that certain forward-looking statements which may be made about the transaction, including, without limitation, the effect of the combination of TRW and LucasVarity on TRW's earnings and cash flows, are qualified by important factors that could cause actual operating results to differ materially from those described herein or any such statements, including, among others, the following, in addition to factors that affect other companies in the businesses of TRW and LucasVarity or that are referred to in their periodic reports to shareholders of public filings: (i) unanticipated events and circumstances may occur rendering the transaction less beneficial to TRW than anticipated; (ii) TRW and LucasVarity face intense competition in their markets and there is, accordingly, no guarantee that after consummation of the transaction TRW will achieve the expected financial and operating results and synergies; and (iii) the ability of TRW and LucasVarity to integrate successfully their operations and thereby achieve the anticipated cost savings and be in a position to take advantage of potential opportunities for growth. Results actually achieved may differ materially from the expected results described herein or any such statements. TRW undertakes no obligation to update any forward-looking statements. The directors of TRW Automotive U.K. (being Joseph T. Gorman, Peter S. Hellman, and Carl G. Miller) accept responsibility for the information contained in this release relating to TRW Inc. issued only in relation to the merger of TRW Inc. with LucasVarity plc. To the best of the knowledge and belief of the directors of TRW Automotive U.K. (who have taken all reasonable care to insure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. ### Inquiries should be forwarded to: U.K. Receiving Agent: Computershare Services PLC +44 (0) 117 305 1001 U.S. Depositary: Morgan Guaranty Trust Company of New York +1 800.428.4237 Information Agent: Georgeson & Company Inc. +1 800.223.2064 -----END PRIVACY-ENHANCED MESSAGE-----