-----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, CdkqwwAfHj+okz0gb3QOHMPSB0OR/lfZPtv5w8bjbZWbxNDu7Mfn29Ao3q85ZXMI 1lrYgh1Fg5BWrw/FyMK5uA== 0000950152-99-002470.txt : 19990329 0000950152-99-002470.hdr.sgml : 19990329 ACCESSION NUMBER: 0000950152-99-002470 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990325 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990326 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-02384 FILM NUMBER: 99574583 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 8-K 1 TRW, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 25, 1999 ---------------------- TRW INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 1-2384 34-0575430 - ---------------------- ------------------------ -------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation) 1900 Richmond Road, Cleveland, Ohio 44124 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 291-7000 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2. Acquisition and Disposition of Assets. On February 6, 1999, TRW Inc. ("TRW"), through its indirectly wholly-owned subsidiary, TRW Automotive UK, commenced an offer (the "Offer") for each Ordinary Share ("LucasVarity Share") of LucasVarity plc ("LucasVarity") at a price of 288 pence in cash for each LucasVarity Share and for each American Depositary Share representing ten LucasVarity Shares ("LucasVarity ADS") at a price of (pound sterling)28.80 in cash for each LucasVarity ADS. The Offer was declared unconditional in all respects on March 25, 1999. As a result of acceptances of the Offer and of open market purchases by TRW Automotive UK during the offer period, as of March 25, 1999, TRW is the beneficial owner of approximately 1,263,092,238 LucasVarity Shares (including LucasVarity Shares represented by LucasVarity ADSs), representing approximately 89.42% of the issued share capital of LucasVarity. The Offer will remain open for acceptance until further notice. In the event that TRW Automotive UK acquires or contracts to acquire at least 90% in nominal value of the LucasVarity Shares (including LucasVarity Shares represented by LucasVarity ADSs) before June 6, 1999 (being the end of the four month period commencing February 6, 1999), it intends to give notice to holders of LucasVarity Shares that it desires to acquire the remaining such securities compulsorily under the applicable laws of the United Kingdom at the same price and on the same terms as under the Offer. Funding for the acquisition will be obtained from the issuance of commercial paper and/or from borrowings from banks under an existing credit facility. TRW maintains a committed credit agreement pursuant to which TRW may borrow, in the aggregate, up to $7.4 billion. The text of the agreement, which includes the identity of the banks, is filed herewith as Exhibit 4.1 and is incorporated by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Historical financial statements for LucasVarity will be filed no later than June 8, 1999. (b) Pro Forma Financial Information. Pro forma financial information relating to the acquisition will be filed no later than June 8, 1999. (c) Exhibits. 4.1 Amended and Restated Credit Agreement, dated as of January 27, 1999 and amended and restated as of February 26, 1999, among TRW and various financial institutions (incorporated by reference to Exhibit (b)(2) to Amendment No 6. to the Schedule 14D-1 filed by TRW and TRW Automotive UK on March 2, 1999). 99.1 Press Release dated March 25, 1999 (incorporated herein by reference to Exhibit (a)(20) to Amendment No. 20 to the Schedule 14D-1 filed by TRW and TRW Automotive UK on March 26, 1999). 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRW INC. Date: March 26, 1999 By: /s/ William B. Lawrence --------------------------------- William B. Lawrence Executive Vice President, General Counsel and Secretary 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 4.1 Amended and Restated Credit Agreement, dated as of January 27, 1999 and amended and restated as of February 26, 1999, among TRW and various financial institutions (incorporated by reference to Exhibit (b)(2) to Amendment No 6. to the Schedule 14D-1 filed by TRW and TRW Automotive UK on March 2, 1999). 99.1 Press Release dated March 25, 1999 (incorporated by reference to Exhibit (a)(20) to Amendment No. 20 to the Schedule 14D-1 filed by TRW and TRW Automotive UK on March 26, 1999). -----END PRIVACY-ENHANCED MESSAGE-----