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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 14)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF 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
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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
109,643,624* (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)
Approximately 7.8% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 10, 1999.**
10) TYPE OF REPORTING PERSON
CO
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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
109,643,624* (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)
Approximately 7.8% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 10, 1999.**
10) TYPE OF REPORTING PERSON
CO
________________________
* Irrevocable undertakings to accept the offer (the "Offer") by TRW Automotive
UK to purchase all of the outstanding (i) ordinary shares of 25 pence each of
LucasVarity plc ("LucasVarity Shares") and (ii) American Depositary Shares
("LucasVarity ADS"), each representing ten LucasVarity Shares and evidenced
by American Depositary Receipts, have been received from Directors of
LucasVarity in respect of their holdings of LucasVarity Shares and
LucasVarity ADSs. The irrevocable undertakings are described in Section 4
under the caption "Irrevocable undertakings" in the letter, dated February 6,
1999, from Morgan Guaranty Trust Company of New York in the Offer To
Purchase, dated February 6, 1999 (the "Offer To Purchase") and in Section 4
under the caption "Shareholdings and dealings" in Appendix VI to the Offer To
Purchase. The irrevocable undertakings account for 1,852,100 of the total
number of shares reported above.
** Based on 1,408,073,586 Ordinary Shares (including Ordinary Shares represented
by American Depositary Shares) issued and outstanding as of March 10, 1999
(which excludes all LucasVarity Securities which could be issued upon
exercise in full of options granted under LucasVarity Share Option Schemes).
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This Amendment No. 14 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.
Item 10. Additional information.
Item 10(f) is hereby amended and supplemented by incorporation by
reference therein of the press release issued by TRW Inc. on March 12, 1999, a
copy of which is filed as Exhibit (a)(17) hereto, and by incorporation by
reference therein of the notice published in the Wall Street Journal on March
12, 1999, a copy of which is filed as Exhibit (a)(18) hereto.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the
following exhibits thereto:
(a)(17) Text of press release of TRW Inc., dated March 12, 1999.
(a)(18) Notice published in the Wall Street Journal on March 12,
1999.
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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.
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: March 12, 1999
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EXHIBIT (a)(17)
NEWS
RELEASE [LOGO]
================================================================================
For Immediate Release Contacts
TRW Jay A. McCaffrey (Cleveland)
216.291.7179 (Media)
Larry Edelman (Cleveland)
216.291.7506
JP Morgan Sarah Nash (New York)
212.483.2323
TRW ANNOUNCES THAT IT RESERVES RIGHT TO REDUCE
ACCEPTANCE CONDITION IN ITS RECOMMENDED CASH
TENDER OFFER FOR LUCASVARITY PLC
CLEVELAND, March 12, 1999 -- TRW Inc. (NYSE: TRW) announced today that in
accordance with the formal terms of its recommended cash tender offer for
LucasVarity plc (NYSE: LVA, LSE; LVA), it has reserved the right to reduce the
percentage of shares required to satisfy the acceptance condition of its tender
offer from 90 percent to such lower percentage of LucasVarity securities as TRW
may decide, provided such securities carry in the aggregate more than 50
percent of the voting rights then normally exercisable at general meetings of
LucasVarity securityholders. Any such reduction of the percentage of
LucasVarity securities required to satisfy the acceptance condition would not
be effected before March 19, 1999. Although such reduction is possible on or
after such date, TRW need not declare its actual intentions until it is
required to do so under The City Code on Takeovers and Mergers.
There may be no further announcement concerning TRW's right to reduce the
percentage of LucasVarity securities required to satisfy the acceptance
condition. Any such reduction in the percentage, once all other conditions to
the offer have been fulfilled, satisfied or, where permitted, waived, could
result in the offer being declared wholly unconditional and the consequent
termination of withdrawal rights.
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TRW/2
Accordingly, holders of LucasVarity securities whose willingness to tender into
the offer would be affected by a reduction in the acceptance condition to a
level lower than 90 percent should either not accept the offer until 90 percent
is obtained or withdraw their acceptances immediately.
The offer is not being made, directly or indirectly, in or into, Canada,
Australia or Japan. Accordingly, neither copies of this announcement nor any
related offering documents are to be mailed or otherwise distributed or sent in
or into Canada, Australia or Japan.
TRW, with sales of approximately $12 billion in 1998, provides advanced
technology products and services for the automotive, space and defense, and
information technology markets. The company's news releases are available
through TRW's corporate Web site (http://www.trw.com/).
LucasVarity plc is a U.K. company with shares traded in London and, in the form
of ADRs, on the New York Stock Exchange. The company has $6.8 billion of sales,
$5.6 billion of which are derived from the automotive industry and $1.2 billion
from aerospace.
###
Inquiries should be forwarded to:
U.K. Receiving Agent: Computershare Services PLC
44 (0) 117 305 1001
U.S. Depository: Morgan Guaranty Trust Company of New York
800.428.4237
Information Agent: Georgeson & Company Inc.
800.223.2064
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EXHIBIT (a)(18)
This announcement is neither an offer to purchase nor a solicitation of an offer
to all securities. The Offer (as defined below) is made in the United States
solely by the Offer To Purchase, dated February 6, 1999, and related Letter of
Transmittal and related Form of Acceptance and is not being made to, nor will
acceptances be accepted from or on behalf of holders of LucasVarity Securities
in any jurisdiction in which the making of the Offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction. The Offer is not
being made directly or indirectly into Canada, Australia or Japan. Accordingly,
the Offer To Purchase, the Letter of Transmittal, the Form of Acceptances and
related materials should not be forwarded or transmitted in or into Canada,
Australia or Japan. In those United States jurisdictions whose securities laws
require the Offer to be made by a licensed broker or dealer, the offer will be
deemed to be made on behalf of the Offeror by J.P. Morgan Securities Inc. or one
or more registered brokers or dealers licensed under the laws of those
jurisdictions.
NOTICE IN CONNECTION WITH RECOMMENDED CASH OFFER FOR
ALL OUTSTANDING ORDINARY SHARES AND
AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS OF
LUCASVARITY PLC
BY
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, LONDON BRANCH
ON BEHALF OF
TRW AUTOMOTIVE UK
A WHOLLY OWNED SUBSIDIARY OF
TRW INC.
Morgan Guaranty Trust Company of New York, London Branch, acting in the United
States through J.P. Morgan Securities Inc., on behalf of TRW Automotive UK
("Offeror"), an indirect wholly owned subsidiary of TRW Inc., is offering to
purchase, on the terms and subject to the conditions set forth in the Offer To
Purchase dated February 6, 1999 (the "Offer To Purchase"), the related Letter of
Transmittal and the related Form of Acceptance (which, as amended or
supplemented from time to time, together constitute the "Offer"), (i) all
outstanding ordinary shares of 25 pence each (the "LucasVarity Shares") of
LucasVarity plc ("LucasVarity") for 288 pence per LucasVarity Share in cash and
(ii) all outstanding American Depositary Shares of LucasVarity, each
representing ten LucasVarity Shares ("ADSs") and evidenced by American
Depositary Receipts ("ADRs"), for pound sterling 28.80 per ADS, net to the
seller in cash without interest thereon. LucasVarity Shares and ADSs evidenced
by ADRs are referred to collectively as "LucasVarity Securities".
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THE INITIAL OFFER PERIOD, AS CURRENTLY EXTENDED, WILL EXPIRE AT 10:00 P.M.
(LONDON TIME), 5:00 P.M. (NEW YORK CITY TIME), ON MARCH 25, 1999, UNLESS FURTHER
EXTENDED (THE "INITIAL OFFER PERIOD"). THE OFFER MAY BE DECLARED WHOLLY
UNCONDITIONAL WHEN ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED
OR, WHERE PERMITTED, WAIVED. IN THE EVENT THE OFFER BECOMES OR IS DECLARED
WHOLLY UNCONDITIONAL, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD
OF AT LEAST 14 CALENDAR DAYS (THE "SUBSEQUENT OFFER PERIOD"). HOLDERS OF
LUCASVARITY SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE
OFFER DURING THE INITIAL OFFER PERIOD, AS CURRENTLY EXTENDED, INCLUDING ANY
FURTHER EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
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The Directors of the Offeror accept responsibility for the information contained
in this advertisement save for that relating to LucasVarity and, to the best of
their knowledge and belief (having taken all reasonable care to ensure that such
is the case), the information contained in this advertisement for which they
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Offer is conditional on, among other things, valid acceptances being
received (and not, where permitted, withdrawn) by the expiration of the Initial
Offer Period in respect of not less than 90 percent in nominal value of
LucasVarity Securities to which the Offer relates (or such lower percentage as
the Offeror may decide), provided that such condition (the "Acceptance
Condition") will not be satisfied unless the Offeror and/or its wholly owned
subsidiaries shall have acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, LucasVarity Securities carrying in the aggregate more than
50 percent of the voting rights normally exercisable at general meetings of
LucasVarity Securityholders.
THE OFFEROR HEREBY GIVES NOTICE THAT IT RESERVES THE RIGHT TO REDUCE THE
PERCENTAGE OF LUCASVARITY SECURITIES REQUIRED TO SATISFY THE ACCEPTANCE
CONDITION TO SUCH LOWER PERCENTAGE AS IT MAY DECIDE OF LUCASVARITY SECURITIES
PROVIDED SUCH SECURITIES CARRY IN THE AGGREGATE MORE THAN 50 PERCENT OF THE
VOTING RIGHTS THEN NORMALLY EXERCISABLE AT GENERAL MEETINGS OF LUCASVARITY
SECURITYHOLDERS. ANY SUCH REDUCTION OF THE PERCENTAGE OF LUCASVARITY SECURITIES
REQUIRED TO SATISFY THE ACCEPTANCE CONDITION WOULD NOT BE EFFECTED BEFORE MARCH
19, 1999. ALTHOUGH SUCH REDUCTION IN THE PERCENTAGE OF LUCASVARITY SECURITIES
REQUIRED TO SATISFY THE ACCEPTANCE CONDITION IS POSSIBLE ON OR AFTER SUCH DATE,
THE OFFEROR NEED NOT DECLARE ITS ACTUAL INTENTIONS UNTIL IT IS REQUIRED TO DO SO
UNDER THE CITY CODE ON TAKEOVERS AND MERGERS.
THERE MAY BE NO FURTHER ANNOUNCEMENT CONCERNING OFFEROR'S RIGHT TO REDUCE THE
PERCENTAGE OF LUCASVARITY SECURITIES REQUIRED TO SATISFY THE ACCEPTANCE
CONDITION. ANY SUCH REDUCTION IN THE PERCENTAGE OF LUCASVARITY SECURITIES
REQUIRED TO SATISFY THE ACCEPTANCE CONDITION, ONCE ALL OTHER CONDITIONS TO THE
OFFER HAVE BEEN FULFILLED, SATISFIED OR, WHERE PERMITTED, WAIVED, COULD RESULT
IN THE OFFER BEING DECLARED WHOLLY UNCONDITIONAL AND THE CONSEQUENT TERMINATION
OF WITHDRAWAL RIGHTS. ACCORDINGLY, LUCASVARITY SECURITYHOLDERS WHOSE WILLINGNESS
TO TENDER INTO THE OFFER WOULD BE AFFECTED BY A REDUCTION IN THE ACCEPTANCE
CONDITION TO A LEVEL LOWER THAN 90 PERCENT SHOULD EITHER NOT ACCEPT THE OFFER
UNTIL 90 PERCENT IS OBTAINED OR WITHDRAW THEIR ACCEPTANCES IMMEDIATELY.
Requests for assistance or copies of the Offer To Purchase, the Letter of
Transmittal, the Form of Acceptance and all other related materials may be
directed to the Dealer Manager or the Information Agent as set forth below, and
copies will be furnished promptly at the Offeror's expense. No fees or
commissions will be paid to brokers, dealers or other persons (other than the
Dealer Manager and the Information Agent) for soliciting tenders of LucasVarity
Securities pursuant to the Offer.
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The U.S. Dealer Manager for the Offer is: The Information Agent for the Offer is:
J.P. MORGAN SECURITIES INC. [LOGO]
60 Wall Street Wall Street Plaza
New York, New York 10260 New York, New York 10005
877.576.2040 (Toll Free) Banks and Brokers call collect: 212.440.9800
All others call toll free: 800.223.2064
March 12, 1999
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