-----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, L1aZSOHnVs0ivVcT8/qNFULi3YLna5JiqD2Ym2mvLGeAGCHPhxfqblo4+H5r+47G ehFWftiAhUILYfRGSffodQ== 0000950152-99-001875.txt : 19990315 0000950152-99-001875.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950152-99-001875 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990312 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: 99564428 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. 14 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A (AMENDMENT NO. 14) 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 109,643,624* (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 7.8% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 10, 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 109,643,624* (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 7.8% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 10, 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 1,408,073,586 Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 10, 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. 14 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 10. Additional information. Item 10(f) is hereby amended and supplemented by incorporation by reference therein of the press release issued by TRW Inc. on March 12, 1999, a copy of which is filed as Exhibit (a)(17) hereto, and by incorporation by reference therein of the notice published in the Wall Street Journal on March 12, 1999, a copy of which is filed as Exhibit (a)(18) hereto. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by the addition of the following exhibits thereto: (a)(17) Text of press release of TRW Inc., dated March 12, 1999. (a)(18) Notice published in the Wall Street Journal on March 12, 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 12, 1999 -5- EX-17.A 2 EXHIBIT (A)17 1 EXHIBIT (a)(17) NEWS RELEASE [LOGO] ================================================================================ 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 ANNOUNCES THAT IT RESERVES RIGHT TO REDUCE ACCEPTANCE CONDITION IN ITS RECOMMENDED CASH TENDER OFFER FOR LUCASVARITY PLC CLEVELAND, March 12, 1999 -- TRW Inc. (NYSE: TRW) announced today that in accordance with the formal terms of its recommended cash tender offer for LucasVarity plc (NYSE: LVA, LSE; LVA), it has reserved the right to reduce the percentage of shares required to satisfy the acceptance condition of its tender offer from 90 percent to such lower percentage of LucasVarity securities as TRW may decide, provided such securities carry in the aggregate more than 50 percent of the voting rights then normally exercisable at general meetings of LucasVarity securityholders. Any such reduction of the percentage of LucasVarity securities required to satisfy the acceptance condition would not be effected before March 19, 1999. Although such reduction is possible on or after such date, TRW need not declare its actual intentions until it is required to do so under The City Code on Takeovers and Mergers. There may be no further announcement concerning TRW's right to reduce the percentage of LucasVarity securities required to satisfy the acceptance condition. Any such reduction in the percentage, once all other conditions to the offer have been fulfilled, satisfied or, where permitted, waived, could result in the offer being declared wholly unconditional and the consequent termination of withdrawal rights. 2 TRW/2 Accordingly, holders of LucasVarity securities whose willingness to tender into the offer would be affected by a reduction in the acceptance condition to a level lower than 90 percent should either not accept the offer until 90 percent is obtained or withdraw their acceptances immediately. 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/). 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. Depository: Morgan Guaranty Trust Company of New York 800.428.4237 Information Agent: Georgeson & Company Inc. 800.223.2064 EX-18.A 3 EXHIBIT (A)18 1 EXHIBIT (a)(18) This announcement is neither an offer to purchase nor a solicitation of an offer to all securities. The Offer (as defined below) is made in the United States solely by the Offer To Purchase, dated February 6, 1999, and related Letter of Transmittal and related Form of Acceptance and is not being made to, nor will acceptances be accepted from or on behalf of holders of LucasVarity Securities in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Offer is not being made directly or indirectly into Canada, Australia or Japan. Accordingly, the Offer To Purchase, the Letter of Transmittal, the Form of Acceptances and related materials should not be forwarded or transmitted in or into Canada, Australia or Japan. In those United States jurisdictions whose securities laws require the Offer to be made by a licensed broker or dealer, the offer will be deemed to be made on behalf of the Offeror by J.P. Morgan Securities Inc. or one or more registered brokers or dealers licensed under the laws of those jurisdictions. NOTICE IN CONNECTION WITH RECOMMENDED CASH OFFER FOR ALL OUTSTANDING ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS OF LUCASVARITY PLC BY MORGAN GUARANTY TRUST COMPANY OF NEW YORK, LONDON BRANCH ON BEHALF OF TRW AUTOMOTIVE UK A WHOLLY OWNED SUBSIDIARY OF TRW INC. Morgan Guaranty Trust Company of New York, London Branch, acting in the United States through J.P. Morgan Securities Inc., on behalf of TRW Automotive UK ("Offeror"), an indirect wholly owned subsidiary of TRW Inc., is offering to purchase, on the terms and subject to the conditions set forth in the Offer To Purchase dated February 6, 1999 (the "Offer To Purchase"), the related Letter of Transmittal and the related Form of Acceptance (which, as amended or supplemented from time to time, together constitute the "Offer"), (i) all outstanding ordinary shares of 25 pence each (the "LucasVarity Shares") of LucasVarity plc ("LucasVarity") for 288 pence per LucasVarity Share in cash and (ii) all outstanding American Depositary Shares of LucasVarity, each representing ten LucasVarity Shares ("ADSs") and evidenced by American Depositary Receipts ("ADRs"), for pound sterling 28.80 per ADS, net to the seller in cash without interest thereon. LucasVarity Shares and ADSs evidenced by ADRs are referred to collectively as "LucasVarity Securities". - -------------------------------------------------------------------------------- THE INITIAL OFFER PERIOD, AS CURRENTLY EXTENDED, WILL EXPIRE AT 10:00 P.M. (LONDON TIME), 5:00 P.M. (NEW YORK CITY TIME), ON MARCH 25, 1999, UNLESS FURTHER EXTENDED (THE "INITIAL OFFER PERIOD"). THE OFFER MAY BE DECLARED WHOLLY UNCONDITIONAL WHEN ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED, WAIVED. IN THE EVENT THE OFFER BECOMES OR IS DECLARED WHOLLY UNCONDITIONAL, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE "SUBSEQUENT OFFER PERIOD"). HOLDERS OF LUCASVARITY SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, AS CURRENTLY EXTENDED, INCLUDING ANY FURTHER EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD. - -------------------------------------------------------------------------------- The Directors of the Offeror accept responsibility for the information contained in this advertisement save for that relating to LucasVarity and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this advertisement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Offer is conditional on, among other things, valid acceptances being received (and not, where permitted, withdrawn) by the expiration of the Initial Offer Period in respect of not less than 90 percent in nominal value of LucasVarity Securities to which the Offer relates (or such lower percentage as the Offeror may decide), provided that such condition (the "Acceptance Condition") will not be satisfied unless the Offeror and/or its wholly owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, LucasVarity Securities carrying in the aggregate more than 50 percent of the voting rights normally exercisable at general meetings of LucasVarity Securityholders. THE OFFEROR HEREBY GIVES NOTICE THAT IT RESERVES THE RIGHT TO REDUCE THE PERCENTAGE OF LUCASVARITY SECURITIES REQUIRED TO SATISFY THE ACCEPTANCE CONDITION TO SUCH LOWER PERCENTAGE AS IT MAY DECIDE OF LUCASVARITY SECURITIES PROVIDED SUCH SECURITIES CARRY IN THE AGGREGATE MORE THAN 50 PERCENT OF THE VOTING RIGHTS THEN NORMALLY EXERCISABLE AT GENERAL MEETINGS OF LUCASVARITY SECURITYHOLDERS. ANY SUCH REDUCTION OF THE PERCENTAGE OF LUCASVARITY SECURITIES REQUIRED TO SATISFY THE ACCEPTANCE CONDITION WOULD NOT BE EFFECTED BEFORE MARCH 19, 1999. ALTHOUGH SUCH REDUCTION IN THE PERCENTAGE OF LUCASVARITY SECURITIES REQUIRED TO SATISFY THE ACCEPTANCE CONDITION IS POSSIBLE ON OR AFTER SUCH DATE, THE OFFEROR NEED NOT DECLARE ITS ACTUAL INTENTIONS UNTIL IT IS REQUIRED TO DO SO UNDER THE CITY CODE ON TAKEOVERS AND MERGERS. THERE MAY BE NO FURTHER ANNOUNCEMENT CONCERNING OFFEROR'S RIGHT TO REDUCE THE PERCENTAGE OF LUCASVARITY SECURITIES REQUIRED TO SATISFY THE ACCEPTANCE CONDITION. ANY SUCH REDUCTION IN THE PERCENTAGE OF LUCASVARITY SECURITIES REQUIRED TO SATISFY THE ACCEPTANCE CONDITION, ONCE ALL OTHER CONDITIONS TO THE OFFER HAVE BEEN FULFILLED, SATISFIED OR, WHERE PERMITTED, WAIVED, COULD RESULT IN THE OFFER BEING DECLARED WHOLLY UNCONDITIONAL AND THE CONSEQUENT TERMINATION OF WITHDRAWAL RIGHTS. ACCORDINGLY, LUCASVARITY SECURITYHOLDERS WHOSE WILLINGNESS TO TENDER INTO THE OFFER WOULD BE AFFECTED BY A REDUCTION IN THE ACCEPTANCE CONDITION TO A LEVEL LOWER THAN 90 PERCENT SHOULD EITHER NOT ACCEPT THE OFFER UNTIL 90 PERCENT IS OBTAINED OR WITHDRAW THEIR ACCEPTANCES IMMEDIATELY. Requests for assistance or copies of the Offer To Purchase, the Letter of Transmittal, the Form of Acceptance and all other related materials may be directed to the Dealer Manager or the Information Agent as set forth below, and copies will be furnished promptly at the Offeror's expense. No fees or commissions will be paid to brokers, dealers or other persons (other than the Dealer Manager and the Information Agent) for soliciting tenders of LucasVarity Securities pursuant to the Offer. The U.S. Dealer Manager for the Offer is: The Information Agent for the Offer is: J.P. MORGAN SECURITIES INC. [LOGO] 60 Wall Street Wall Street Plaza New York, New York 10260 New York, New York 10005 877.576.2040 (Toll Free) Banks and Brokers call collect: 212.440.9800 All others call toll free: 800.223.2064 March 12, 1999
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