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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BDM INTERNATIONAL, INC.
(Name of Subject Company)
SYSTEMS ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY OF
TRW INC.
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
05537W-20-9
(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
TELEPHONE: (216) 291-7230
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
COPY TO:
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
ATTENTION: ROBERT A. PROFUSEK, ESQ.
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<CAPTION>
CUSIP NO. 05537W-20-9 14D-1/A AND 13D
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1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of Above Persons
TRW Inc. ("Parent")
I.R.S. No. 34-0575430
2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
4) Source of Funds
WC, BK, OO
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
29,123,947.229
8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
9) Percent of Class Represented by Amount in Row (7)
97.94% ** of the Shares issued and outstanding as of December 24, 1997.
10) Type of Reporting Person
CO, GM
</TABLE>
** Reflects ownership of the shares of Common Stock of BDM International, Inc.
("BDM") tendered pursuant to the tender offer, but prior to the merger of
Purchaser with and into BDM. After completion of the merger, TRW Inc. owned
100% of the outstanding shares of Common Stock of BDM.
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<TABLE>
<CAPTION>
CUSIP NO. 05537W-20-9 14D-1/A AND 13D
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1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of Above Persons
Systems Acquisition Inc. ("Purchaser")
I.R.S. No. 34-1851279
2) Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
4) Source of Funds
WC, 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
Delaware
7) Aggregate Amount Beneficially Owned by Each Reporting Person
29,123,947.229
8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
9) Percent of Class Represented by Amount in Row (7)
97.94% ** of the Shares issued and outstanding as of December 24, 1997.
10) Type of Reporting Person
CO, GM
</TABLE>
** Reflects ownership of the shares of Common Stock of BDM International, Inc.
("BDM") tendered pursuant to the tender offer, but prior to the merger of
Purchaser with and into BDM. After completion of the merger, TRW Inc. owned
100% of the outstanding shares of Common Stock of BDM.
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This Final Amendment amends and supplements the Tender Offer Statement
on Schedule 14D-1 initially filed on November 26, 1997 (as amended, the
"Schedule 14D-1") by TRW Inc., an Ohio corporation ("Parent"), and its wholly
owned subsidiary, Systems Acquisition Inc., a Delaware corporation
("Purchaser"), with the Securities and Exchange Commission (the "Commission") in
respect of the tender offer by the Purchaser for all the outstanding shares of
Common Stock ("Shares") of BDM International, Inc., a Delaware corporation
("Company"), at a purchase price of $29.50 per Share, net to the seller in cash
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated November 26, 1997, and in the related Letter of
Transmittal (which, together with the Offer to Purchase, as amended from time to
time, constitute 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 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On December 26, 1997, Parent requested that the Shares no longer be
quoted on Nasdaq. On December 29, 1997, Parent filed a Form 15 with the
Commission to commence the procedure to terminate the registration of the Shares
and the Company's reporting obligations under the Exchange Act.
The information provided in this Final Amendment under Item 6 is
incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by adding thereto the
following:
At 12:00 Midnight, New York City time, on December 24, 1997, the
Offer expired. Based on information provided by the Depositary, approximately
29,123,947 Shares were tendered pursuant to the Offer, of which 165,042
Shares were tendered pursuant to notices of guaranteed delivery. Following the
expiration of the Offer, Purchaser accepted for payment all Shares validly
tendered and not properly withdrawn prior to the expiration of the Offer. The
acceptance of such tendered Shares resulted in the Purchaser owning
approximately 97.94% of the outstanding Shares. The text of the press release
issued by Parent with respect to the expiration of the Offer and Purchaser's
acceptance of the Shares tendered is attached as Exhibit (a)(11) and is
incorporated herein by reference.
At 8:30 a.m., New York City time, on December 29, 1997, Purchaser
was merged with and into the Company.
Item 11. Material to be Filed as Exhibits.
(a)(11) Text of Press Release issued by Parent dated December 26,
1997.
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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. (Parent)
By /s/ WILLIAM B. LAWRENCE
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William B. Lawrence
Executive Vice President, General
Counsel and Secretary
SYSTEMS ACQUISITION INC. (Purchaser)
By /s/ KATHLEEN A. WEIGAND
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Kathleen A. Weigand
Vice President and Secretary
Date: December 29, 1997
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Exhibit (a)(11)
[TRW LOGO]
NEWS RELEASE TRW Inc.
1900 Richmond Road
Cleveland, OH 44124
For Immediate Release Contact
Jay McCaffrey (Media)
888-632-6996
Tom Myers (Investor Relations)
216-291-7506
TRW COMPLETES BID FOR BDM INTERNATIONAL
CLEVELAND, Dec. 26, 1997 -- TRW Inc. (NYSE: TRW) announced today the
completion of its $29.50-per-share cash tender offer for the outstanding
shares of BDM International, Inc. (Nasdaq: BDMI).
In the offer, which expired at 12:00 Midnight, New York City time, on
December 24, 1997, 29,123,947 shares of common stock of BDM were tendered
including 165,042 shares subject to guarantees of delivery. TRW accepted
shares for payment representing approximately 97.94 percent of BDM's
outstanding stock.
TRW plans to promptly effect the merger of its wholly-owned subsidiary
Systems Acquisition Inc. with and into BDM. As a result of the merger, all
remaining outstanding shares of BDM not tendered in the offer will be
converted into the right to receive $29.50 per share in cash, the same
amount paid to shareholders tendering pursuant to the offer, and BDM will
become a wholly-owned subsidiary of TRW.
BDM is a multinational information technology company based in McLean, Va.,
that provides systems integration and computer services to public sector and
commercial customers. Revenue in 1996 totaled approximately $1 billion. The
company employs approximately 9,000 people in 110 worldwide locations.
Additional information is available on BDM's Web site (http://www.bdm.com).
TRW provides advanced technology products and services for the automotive
and space and defense markets. Systems integration activities involve the
development and application of systems engineering, systems integration,
information systems, and software development products and services for
domestic and international customers in government and commercial markets.
TRW's total revenue in 1996 was approximately $10 billion. The company's
news releases are available on the internet through TRW's Web site
(http://www.trw.com).
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