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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 3)
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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This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 initially filed with the Securities and Exchange Commission 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 (the "Purchaser"), 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, 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. 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
On December 23, 1997, Parent and the Purchaser were granted early
termination of the waiting period under the HSR Act.
Additionally, Parent received notification on December 12, 1997, that
the German Federal Cartel Office has no objection to the Offer and the Merger.
The full text of a press release, dated December 24, 1997, issued by
Parent with respect to the expiration of the waiting period under the HSR Act is
filed herewith as Exhibit (a)(10) and is incorporated herein by reference.
Item 11. Material to be filed as Exhibits
(a)(10) Text of press release issued by Parent, dated December 24,
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 24, 1997
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Exhibit (a)(10)
[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-BDM INTERNATIONAL MERGER CLEARS WAITING PERIOD
CLEVELAND, Dec. 24, 1997 -- TRW Inc. (NYSE: TRW) announced today that it has
cleared with the Federal Trade Commission (FTC) its proposed transaction to
acquire BDM International (Nasdaq:BDMI). The FTC granted early termination
of the statutory waiting period under the Hart-Scott-Rodino Act on December 23,
1997. TRW has entered into a consent order with the FTC requiring TRW to divest
and hold separate a Department of Defense contract to provide systems oversight
valued at approximately $25 million in annual revenue.
As announced on November 21, TRW is offering $29.50 per share to acquire BDM in
a transaction valued at nearly $1 billion. The tender offer is conditioned on
the valid tender of shares representing a majority of the voting power of BDM
and other customary closing conditions. The offer is currently scheduled to
expire at 12:00 midnight, New York City time, on December 24, 1997.
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).
