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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
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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CUSIP NO. 05537W-20-9 14D-1/A
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
7,660,000
8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
9) Percent of Class Represented by Amount in Row (7)
25.8% of the Shares issued and outstanding as of November 19, 1997.
10) Type of Reporting Person
CO, GM
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CUSIP NO. 05537W-20-9 14D-1/A
1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of Above
Persons
Systems Acquisition Inc. ("Purchaser")
I.R.S. No. Applied for
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
7,660,000
8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
9) Percent of Class Represented by Amount in Row (7)
25.8% of the Shares issued and outstanding as of November 19, 1997.
10) Type of Reporting Person
CO, GM
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This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 initially filed on November 26, 1997 (the "Schedule 14D-1") by TRW Inc.,
an Ohio corporation, and its wholly owned subsidiary, Systems Acquisition Inc.,
a Delaware corporation (the "Purchaser"), with the Securities and Exchange
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 (the "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
(the "Offer to Purchase"), 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 10. Additional Information
The introductory language of the first full paragraph on page 33 under
Section 14 of the Offer to Purchase is hereby deleted and the following
sentence is inserted in lieu thereof:
Notwithstanding any other provision of the Offer, Purchaser shall not
be required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) promulgated under the
Exchange Act (relating to Purchaser's obligation to pay for or return tendered
Shares promptly after termination or withdrawal of the Offer), pay for, and
subject to any such rules or regulations, may delay the acceptance for payment
of any tendered Shares and (except as provided in the Merger Agreement) amend or
terminate the Offer (whether or not any Shares have been theretofore purchased
or paid for pursuant to the Offer) (i) unless the following conditions shall
have been satisfied: (a) there shall be validly tendered and not withdrawn prior
to the Expiration Date a number of Shares which represents at least a majority
of the total voting power of the outstanding securities of the Company entitled
to vote in the election of directors or in a merger ("Voting Securities")
calculated on a fully diluted basis (the "Minimum Condition") ("on a fully
diluted basis" having the following meaning as of any date: the number of Voting
Securities outstanding, together with Voting Securities issuable pursuant to
obligations outstanding at that date under employee stock option or other
benefit plans or otherwise) and (b) any applicable waiting period under the HSR
Act and similar German laws (see Section 15) shall have expired or been
terminated prior to the Expiration Date or (ii) if at any time after the date of
the Merger Agreement and before the Expiration Date (whether or not any Shares
have theretofore been accepted for payment or paid for pursuant to the Offer),
any of the following events shall occur and be continuing:
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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 5, 1997
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