-----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, WrywCL78FZppqQwHzhTNRKS2k6q8650A6/Qz11WNoVlan/tVxtYYDkq0H+rDUXCH NR+d2szDduMPC3ZAJpvnXw== 0000950152-99-001770.txt : 19990310 0000950152-99-001770.hdr.sgml : 19990310 ACCESSION NUMBER: 0000950152-99-001770 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990309 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: 99561036 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 SC 14D1/A AM NO.11 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A (AMENDMENT NO. 11) 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 105,924,241* (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 7.5% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 8, 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, 00 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 105,924,241* (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 7.5% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 8, 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. The irrevocable undertakings account for 1,852,100 of the total number of shares reported above. ** Based on 1,407,770,045 Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 8, 1999 (which excludes all LucasVarity Securities which could be issued upon exercise in full of options granted under LucasVarity Share Option Schemes). -3- 4 This Amendment No. 11 amends and supplements the Tender Offer Statement on Schedule 14D-1 initially filed on February 5, 1999 (as amended, 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. Item 6. Interest in Securities of the Subject Company. Items 6(a) and 6(b) are hereby amended and supplemented by incorporation by reference of the following information: On March 8, 1999, TRW Automotive UK purchased 200,000 LucasVarity Shares (representing approximately .01% of the issued and outstanding share capital of LucasVarity) at a price of 284 pence per share. The purchase was effected in one trade. Item 10. Additional Information. Item 10(f) is hereby amended and supplemented by incorporation by reference of the following information: On March 9, 1999, TRW issued a press release which announced, among other things, that TRW has extended the Initial Offer Period of the Offer to 10:00 p.m. (London time), 5:00 p.m. (New York City time) on Thursday, March 25, 1999. The Initial Offer Period of the Offer had been previously scheduled to expire at 3:00 p.m. (London time), 10:00 a.m. (New York City time) on March 9, 1999. As of 5:00 p.m. (New York City time) on March 8, 1999, TRW had received valid acceptances of the Offer or had acquired through open market purchase 630,727,402 LucasVarity Shares and LucasVarity ADSs, representing 44.8% of LucasVarity's issued and outstanding share capital. As of 5:00 p.m. (New York City time) on March 8, 1999, valid acceptances of the Offer had been received in respect of 526,655,261 LucasVarity Shares and LucasVarity ADSs, representing 37.41% of the issued and outstanding share capital of LucasVarity. A copy of the press release is filed herewith as Exhibit (a)(15) and is incorporated by reference herein. Item 11. Material to be Filed as Exhibits. (a)(15) Text of Press Release issued by TRW Inc. dated March 9, 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: March 9, 1999 -5- EX-15.A 2 EXHIBIT (A) 15 1 NEWS RELEASE TRW Inc. [TRW LOGO] 1900 Richmond Road Cleveland, Ohio 44124 Exhibit (a)15 - -------------------------------------------------------------------------------- For Immediate Release Contacts TRW Jay A. McCaffrey (Cleveland) 216.291.7179(Media) Larry Edelman (Cleveland) 216.291.7506 JP Morgan Sarah Nash (New York) 212.483.2323 TRW EXTENDS CASH TENDER OFFER FOR LUCASVARITY PLC UNTIL MARCH 25, 1999 CLEVELAND, March 9, 1999 - TRW Inc. (NYSE: TRW) announced today an extension of the acceptance period for the recommended cash offer for LucasVarity plc by TRW Automotive UK (NYSE: LVA, LSE: LVA) to 5 p.m. New York City time (10 p.m. London time) on Thursday, March 25, 1999. The initial offer period would otherwise have expired today. By 5 p.m. New York time on March 8, 1999, TRW had received valid acceptances of the offer or had acquired through open market purchase 630,727,402 LucasVarity shares, representing 44.8 percent of LucasVarity's issued share capital. Valid acceptances of the offer had been received in respect of 526,655,261 LucasVarity shares, representing 37.41 percent of LucasVarity's issued share capital. This includes acceptances in respect of 1,852,100 LucasVarity shares, representing 0.13 percent of LucasVarity's issued share capital, held by Directors of LucasVarity who had entered into irrevocable undertakings prior to the commencement of the offer period to accept the offer. In addition, TRW Automotive UK has acquired 104,072,141 LucasVarity shares, representing in the aggregate 7.39 percent of LucasVarity's issued share capital, through open-market purchases since the commencement of the offer period. Prior to the commencement of the offer, 10,088 LucasVarity shares were held by J.P. Morgan Securities Limited, which is deemed to be acting in concert with TRW. -more- 2 TRW/2 Save as disclosed above, neither TRW, nor any person acting in concert with TRW, held any LucasVarity shares prior to the commencement of the offer period, nor has any such person, since the commencement of the offer period, acquired, or agreed to acquire, any LucasVarity shares. TRW earlier reported that the waiting period under the U.S. Hart-Scott Rodino Act expired on February 13, 1999. The waiting period under the European Merger Regulation is not expected to expire until 12 midnight Brussels time on Thursday, March 11, 1999. In addition to expiration of that period, the offer is subject to various conditions, including valid acceptances having been received in respect of 90 percent (or such lower percentage, but at least over 50 percent, as TRW may decide) in nominal value of the LucasVarity securities to which the offer relates. TRW may declare the offer unconditional in all respects at any time if all applicable conditions have been satisfied, fulfilled or, to the extent permitted, waived. In the event that the offer becomes or is declared wholly unconditional, it will be held open for acceptance for not less than 14 calendar days from the date on which it is so declared. TRW also reserves the right to extend the offer further beyond the March 25, 1999 closing date, but is not obliged to do so unless the offer is then unconditional. The offer is not being made, directly or indirectly, in or into, Canada, Australia or Japan. Accordingly, neither copies of this announcement nor any related offering documents are to be mailed or otherwise distributed or sent in or into Canada, Australia or Japan. TRW, with sales of approximately $12 billion in 1998, provides advanced technology products and services for the automotive, space and 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 LucasVarity plc is a U.K. company with shares traded in London and, in the form of ADRs, on the New York Stock Exchange. The company has $6.8 billion of sales, $5.6 billion of which are derived from the automotive industry and $1.2 billion from aerospace. ### 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 800.428.4237 Information Agent: Georgeson & Company Inc. 800.223.2064 -----END PRIVACY-ENHANCED MESSAGE-----