-----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, NfpH43hFTCciEEJnOY7yqH5tbw0MOZ/EPjWbHjtxe/ET5GONJxh6x96Ff4j2PJiW MwZJYpoWbuVwhPSENT1wWg== 0000950152-99-004243.txt : 19990512 0000950152-99-004243.hdr.sgml : 19990512 ACCESSION NUMBER: 0000950152-99-004243 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990511 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: 99617352 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: 99617353 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 TRW/LUCAS VARITY SCHEDULES 14D1 AND 13D AMENDED 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A (FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 and Statement on SCHEDULE 13D (Final Amendment) 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 1,416,479,522 (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) One hundred percent (100%) of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of May 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 1,416,479,522 (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) One hundred percent (100%) of the Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of May 10, 1999.* 10) TYPE OF REPORTING PERSON CO ________________________ * Based on 1,416,479,522 Ordinary Shares (including Ordinary Shares represented by American Depositary Shares) issued and outstanding as of May 10, 1999. -3- 4 This Final Amendment 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 Final Amendment to the Schedule 14D-1 also constitutes the Final Amendment 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: As of midnight (London time), 7:00 p.m. (New York City time) on May 10, 1999, all of the LucasVarity Shares (including LucasVarity Shares represented by LucasVarity ADSs) that had not been acquired pursuant to the Offer have been acquired by TRW Automotive UK and will be registered in the name of TRW Automotive UK. Item 10. Additional Information. Item 10(f) is hereby amended and supplemented by incorporation by reference of the following information: The information set forth in Item 6 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)(24) Text of press release of TRW, dated May 11, 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: May 11, 1999 -5- 6 EXHIBIT INDEX (a)(24) Text of press release of TRW, dated May 11, 1999. EX-24.A 2 EXHIBIT A(24) 1 Exhibit (a)(24) TRW Inc. NEWS RELEASE 1900 Richmond Road TRW Cleveland, OH 44124 For Immediate Release Contact Jay A. McCaffrey 216.291.7179 SALE OF LUCASVARITY PLC TO TRW COMPLETE CLEVELAND, Ohio, May 11, 1999 - TRW Inc. (NYSE: TRW) today announced that it has completed the acquisition of LucasVarity plc. The period of notice to those LucasVarity shareholders who had not, as of March 29, 1999, accepted the company's tender offer has expired. TRW Automotive UK, a wholly owned subsidiary of TRW, has now acquired compulsorily their LucasVarity shares under the provisions of Sections 428-430F of the Companies Act of 1985. TRW now holds 100 percent of LucasVarity's Ordinary Shares. LucasVarity's American Depositary Shares, represented by American Depositary Receipts, will be delisted from the New York Stock Exchange effective May 11, 1999. LucasVarity's Ordinary Shares are expected to be delisted from the London Stock Exchange effective May 12, 1999. TRW provides advanced technology products and services for the global automotive, aerospace, and information systems markets. The company's news releases are available through TRW's corporate Web site (http://www.trw.com/). ### -----END PRIVACY-ENHANCED MESSAGE-----