-----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, CUcBLGLQ7sS+sNOn2z/fRFqrxil8h6Zt9VdJXNnjhBnt8l2qd1SOsqQszuvTCgPD X1ugsf6vSM5pXaluae7gew== 0000950152-99-002585.txt : 19990330 0000950152-99-002585.hdr.sgml : 19990330 ACCESSION NUMBER: 0000950152-99-002585 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990329 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 13D/A SEC ACT: SEC FILE NUMBER: 005-48489 FILM NUMBER: 99575779 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 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: 99575780 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 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 LUCASVARITY/TRW-SC 14D1/A AMD#21 & SC 13D/1 AMD#2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A (AMENDMENT NO. 21) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 and Statement on SCHEDULE 13D (Amendment No. 2) Under 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 1,279,702,178 (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 90.6% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 26, 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 1,279,702,178 (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 90.6% of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 26, 1999.* 10) TYPE OF REPORTING PERSON CO ________________________ * Based on 1,412,606,330 Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of March 26, 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. 21 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. This Amendment No. 21 to the Schedule 14D-1 also constitutes Amendment No. 2 to the Schedule 13D of TRW with respect to LucasVarity Securities filed with the Commission on March 10, 1999. 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 29, 1999, TRW issued a press release (the "Press Release") announcing, among other things, that TRW Automotive UK had acquired or agreed to acquire LucasVarity Shares (including LucasVarity Shares represented by LucasVarity ADSs) representing in the aggregate 90 percent of LucasVarity's issued share capital. A copy of the Press Release is filed with this Amendment No. 21 as Exhibit (a)(21) and is incorporated by reference herein. Item 10. Additional Information. Item 10(f) is hereby amended and supplemented by incorporation by reference of the following information: TRW Automotive UK also gave notice in the Press Release that it has issued notices to those LucasVarity shareholders who have not already accepted the Offer, informing them that it intends to exercise its rights under Section 429 of the Companies Act 1985 to acquire compulsorily all their LucasVarity shares (including LucasVarity Shares represented by ADSs). In addition, the Press Release also gave notice that the Offer will remain open for acceptance until further notice, and that at least 14 calendar days' notice will be given before the Offer is closed. A copy of the notice issued to non-assenting LucasVarity shareholders is filed with this Amendment No. 21 as Exhibit (a)(22) and is incorporated by reference herein. Item 11. Material to be filed as Exhibits. Item 11 is hereby amended and supplemented by the addition of the following exhibit thereto: (a)(21) Text of press release of TRW, dated March 29, 1999. (a)(22) Text of notice to non-assenting LucasVarity shareholders, dated March 29, 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 29, 1999 -5- 6 EXHIBIT INDEX (a)(21) Text of press release of TRW, dated March 29, 1999. (a)(22) Text of notice to non-assenting LucasVarity shareholders, dated March 29, 1999. EX-21.A 2 EXHIBIT (A)(21) 1 Exhibit (a)(21) NEWS RELEASE TRW Inc. 1900 Richmond Road Cleveland, OH 44124 [logo] - -------------------------------------------------------------------------------- Contacts TRW Jay A. McCaffrey (Cleveland) 216.291.7179 (Media) Larry Edelman (Cleveland) 216.291.7506 (Investors) LucasVarity Nicholas Jones (UK) 011.44.171.647.0617 JP Morgan Sarah Nash (New York) 212.483.2323 TRW COMMENCES COMPULSORY ACQUISITION PROCEDURE FOR LUCASVARITY PLC CLEVELAND, March 29, 1999 - TRW Inc. (NYSE: TRW) today announces that it has acquired or agreed to acquire 90 percent of LucasVarity's issued share capital. Accordingly, TRW today issued notices to those LucasVarity shareholders who have not already accepted the offer, informing them that it intends to exercise its rights under section 429 of the Companies Act 1985 to acquire compulsorily all their LucasVarity shares (including those represented by LucasVarity ADSs). The offer will remain open for acceptance until further notice. At least 14 calendar days' notice will be given before the offer is closed. 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. ### 2 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 EX-22.A 3 EXHIBIT (A)(22) 1 Exhibit (a)(22) COMPANIES FORM No. 429(4) Notice to non-assenting shareholders Pursuant to section 429(4) of the Companies Act 1985 as inserted by Schedule 12 to the Financial Services Act 1986 429(4) To: A takeover offer (the "OFFER") was made on 6 February 1999 on behalf of TRW Automotive UK ("TRW") for the entire issued and to be issued ordinary share capital (the "LUCASVARITY SHARES") of LucasVarity plc (the "COMPANY"). TRW has within four months of making the Offer acquired or contracted to acquire not less than nine-tenths in value of the LucasVarity Shares to which the Offer relates. TRW gives notice that it now intends to exercise its right under section 429 of the Companies Act 1985 to acquire the LucasVarity Shares held by you (including LucasVarity Shares represented by American Depositary Shares). The terms of the Offer are set out in the offer document dated 6 February 1999 sent to the Company's securityholders on behalf of TRW. They provide for the following consideration: FOR EACH LUCASVARITY SHARE 288 PENCE IN CASH Under the terms of the Offer, holders of LucasVarity Shares (other than US persons and certain other overseas persons) who validly accept the Offer may elect, subject to the limits described in the offer document, to receive loan notes instead of some or all of the cash consideration. Such loan notes will be issued by TRW on the following basis: FOR EACH 1 POUND OF CASH CONSIDERATION 1 POUND NOMINAL OF LOAN NOTES As the terms of the Offer include a choice of consideration, you should (unless you are a US person or other overseas person not entitled to elect to receive loan notes) within six weeks of the date of this notice inform TRW in writing at Computershare Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ as to which of the choices you wish to accept. If you fail to make a choice and do not make application to the Court (see below), TRW will acquire your LucasVarity Shares (including those LucasVarity Shares represented by American Depositary Shares) on the following terms: FOR EACH LUCASVARITY SHARE 288 PENCE IN CASH NOTE: YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE APPLICATION TO THE COURT WITHIN SIX WEEKS OF THE DATE OF THIS NOTICE FOR AN ORDER EITHER THAT TRW SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE YOUR LUCASVARITY SHARES OR THAT DIFFERENT TERMS TO THOSE OF THE OFFER SHALL APPLY TO THE ACQUISITION. IF YOU ARE CONTEMPLATING SUCH AN ACTION, YOU MAY WISH TO SEEK LEGAL ADVICE. Signed: /s/Joseph T. Gorman Dated 29 March 1999 ------------------- Joseph T. Gorman For and on behalf of TRW Automotive UK -----END PRIVACY-ENHANCED MESSAGE-----