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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
and
Statement on
SCHEDULE 13D
(Final Amendment)
Under 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
1,416,479,522 (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)
One hundred percent (100%) of the Ordinary Shares (including Ordinary
Shares represented by American Depositary Shares) issued and outstanding as
of May 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
1,416,479,522 (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)
One hundred percent (100%) of the Ordinary Shares (including Ordinary
Shares represented by American Depositary Shares) issued and outstanding as
of May 10, 1999.*
10) TYPE OF REPORTING PERSON
CO
________________________
* Based on 1,416,479,522 Ordinary Shares (including Ordinary Shares represented
by American Depositary Shares) issued and outstanding as of May 10, 1999.
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This Final Amendment 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. This Final Amendment to the Schedule 14D-1 also constitutes the
Final Amendment to the Schedule 13D of TRW with respect to LucasVarity
Securities filed with the Commission on March 10, 1999.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and 6(b) are hereby amended and supplemented by incorporation by
reference of the following information:
As of midnight (London time), 7:00 p.m. (New York City time) on May 10, 1999,
all of the LucasVarity Shares (including LucasVarity Shares represented by
LucasVarity ADSs) that had not been acquired pursuant to the Offer have been
acquired by TRW Automotive UK and will be registered in the name of TRW
Automotive UK.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by incorporation by reference of
the following information:
The information set forth in Item 6 is incorporated by reference herein.
Item 11. Material to be filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto:
(a)(24) Text of press release of TRW, dated May 11, 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: May 11, 1999
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EXHIBIT INDEX
(a)(24) Text of press release of TRW, dated May 11, 1999.
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Exhibit (a)(24)
TRW Inc.
NEWS RELEASE 1900 Richmond Road TRW
Cleveland, OH 44124
For Immediate Release Contact
Jay A. McCaffrey
216.291.7179
SALE OF LUCASVARITY PLC TO TRW COMPLETE
CLEVELAND, Ohio, May 11, 1999 - TRW Inc. (NYSE: TRW) today announced that it has
completed the acquisition of LucasVarity plc.
The period of notice to those LucasVarity shareholders who had not, as of
March 29, 1999, accepted the company's tender offer has expired. TRW
Automotive UK, a wholly owned subsidiary of TRW, has now acquired
compulsorily their LucasVarity shares under the provisions of Sections
428-430F of the Companies Act of 1985. TRW now holds 100 percent of
LucasVarity's Ordinary Shares. LucasVarity's American Depositary Shares,
represented by American Depositary Receipts, will be delisted from the New
York Stock Exchange effective May 11, 1999. LucasVarity's Ordinary Shares
are expected to be delisted from the London Stock Exchange effective May 12,
1999.
TRW provides advanced technology products and services for the global
automotive, aerospace, and information systems markets. The company's news
releases are available through TRW's corporate Web site
(http://www.trw.com/).
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