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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): December 30, 1997
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
(Former name or former address, if change since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 24, 1997, Systems Acquisition Inc. ("Purchaser"), a
Delaware corporation and a wholly owned subsidiary of TRW Inc., an Ohio
corporation ("TRW"), completed its tender offer for all the outstanding shares
of common stock, par value $0.01 per share ("Shares"), of BDM International,
Inc., a Delaware corporation ("BDM"). The purchase price was $29.50 per Share,
net to the seller in cash without interest thereon, as 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, constitute the
"Offer"), each filed as exhibits to TRW's Schedule 14D-1 filed with the
Securities and Exchange Commission on November 26, 1997. Pursuant to a
Stockholders Agreement, dated as of November 20, 1997, among TRW, Purchaser and
certain affiliates of The Carlyle Group, L.P. (the "Carlyle Stockholders"), who
beneficially owned in the aggregate 7,660,000 Shares, or approximately 25.8% of
the then issued and outstanding Shares, the Carlyle Stockholders tendered their
Shares.
The Offer was made pursuant to an Agreement and Plan of Merger, dated
as of November 20, 1997 (the "Merger Agreement"), among BDM, TRW and Purchaser.
In accordance with the terms of the Merger Agreement and with the Delaware
General Corporation Law, on December 29, 1997, Purchaser was merged with and
into BDM (the "Merger"), with BDM continuing as the surviving corporation in the
Merger (the "Surviving Corporation") and as a wholly owned subsidiary of TRW.
The total purchase price of approximately $930 million to purchase all
outstanding Shares (including fees and expenses related to the Offer and the
Merger) was determined through arms' length negotiations between TRW and BDM and
took into consideration various factors concerning the valuation of the
businesses of BDM. Funding will be obtained from the issuance of commercial
paper and from borrowing from banks under existing lines of credit. Parent
maintains committed revolving credit agreements with 17 banks. The text of those
agreements, which includes the identity of the banks, is filed herewith as
Exhibits 4.1, 4.2 and 4.3, and is incorporated herein by reference.
BDM is a multinational information technology company that provides
systems and software integration, computer and technical services, and
enterprise management and operations to the public sector and commercial
customers. TRW is conducting an integration study jointly with the Surviving
Corporation and has made no decision concerning changes to the business or
redeployment of BDM's assets. Unless and until any such decision is made, TRW
intends to continue the business of BDM generally.
The text of the press release issued by TRW on December 26, 1997, is
incorporated herein by reference.
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Exhibit No.
(2.1) Agreement and Plan of Merger, dated as of November 20, 1997, by and
among BDM, TRW, and Purchaser (incorporated herein by reference to
Exhibit (c)(1) of the Schedule 14D-1 filed by TRW on November 26, 1997,
as amended).
(2.2) Stockholders Agreement, dated as of November 20, 1997, by and among
TRW, Purchaser, The Carlyle Partners Leveraged Capital Fund I, L.P.,
BDM Acquisition Partners, L.P., BDM Acquisition Partners II, L.P., The
Carlyle Group, L.P., and TWC Virginia, Inc. (incorporated herein by
reference to Exhibit (c)(2) of the Schedule 14D-1 filed by TRW on
November 26, 1997, as amended).
(4.1) Amendment to Multi-Year Revolving Credit Agreement, dated as of May 8,
1996, by and among TRW and various financial institutions (incorporated
herein by reference to Exhibit (b)(1) of the Schedule 14D-1 filed by
TRW on November 26, 1997, as amended).
(4.2) Amendment to Multi-Year Revolving Credit Agreement (as amended and
restated as of May 8, 1996), dated August 7, 1997, by and among TRW and
various financial institutions (incorporated herein by reference to
Exhibit (b)(2) of the Schedule 14D-1 filed by TRW on November 26, 1997,
as amended).
(4.3) Form of Revolving Credit Agreement (incorporated herein by reference
to Exhibit (b)(4) of the Schedule 14D-1 filed by TRW on November 26,
1997, as amended).
(99) Text of Press Release issued by TRW, dated December 26, 1997
(incorporated herein by reference to Exhibit (a)(11) to the Final
Amendment to the Schedule 14D-1 filed by TRW on November 26, 1997, as
amended).
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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.
By /s/ William B. Lawrence
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William B. Lawrence
Executive Vice President, General Counsel
and Secretary
Date: December 30, 1997
