<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 20)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
and
Statement on
SCHEDULE 13D
(Amendment No. 1)
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
1,263,092,238 (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 89.42% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 25, 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
1,263,092,238 (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 89.42% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 25, 1999.*
10) TYPE OF REPORTING PERSON
CO
________________________
* Based on 1,412,606,330 Ordinary Shares (including Ordinary Shares represented
by American Depositary Shares) issued and outstanding as of March 25, 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. 20 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 Amendment No. 20 to the Schedule 14D-1 also constitutes
Amendment No. 1 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:
On March 25, 1999, TRW issued a press release which announces, among other
things, that all remaining conditions to its Offer for LucasVarity have now been
satisfied or, where permitted, waived; and, accordingly, the Offer has been
declared unconditional in all respects.
TRW further announced that TRW Automotive UK had received valid acceptances of
the Offer or had acquired or agreed to acquire through open market purchase
1,263,092,238 LucasVarity shares (including shares represented by LucasVarity
ADSs), representing in aggregate 89.42 percent of LucasVarity's issued share
capital. Included in these amounts are 1,852,100 LucasVarity shares,
representing 0.13 percent of LucasVarity's issued share capital, held by
directors of LucasVarity who entered into irrevocable undertakings to accept the
offer, which TRW Automotive UK agreed during the Offer period to acquire.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by incorporation by reference of
the following information:
On March 25, 1999, TRW issued a press release which announced, among other
things, that all remaining conditions to its Offer for LucasVarity have now been
satisfied or, where permitted, waived and accordingly, the Offer has been
declared unconditional in all respects.
TRW also announced that the Offer will remain open for acceptance until further
notice. At least 14 calendar days' notice will be given before the Offer is
closed. Assuming that it receives sufficient acceptances of the offer, TRW
intends to apply the provisions of sections 428 and 430F of the Companies Act
1985 to acquire compulsorily the outstanding LucasVarity shares not purchased in
the Offer. A copy of the press release is filed as Exhibit (a)(20) to this
Amendment No. 20 and 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)(20) Text of press release of TRW, dated March 25, 1999.
EXHIBIT INDEX
(a)(20) Text of press release of TRW, dated March 25, 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 25, 1999
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Exhibit (a)(20)
NEWS RELEASE
TRW Inc.
1900 Richmond Road
Cleveland, OH 44124
[logo]
- --------------------------------------------------------------------------------
Contacts
TRW Jay A. McCaffrey (Cleveland)
216.291.7179 (Media)
Larry Edelman (Cleveland)
216.291.7506 (Investors)
LucasVarity Nicholas Jones (UK)
011.44.171.647.0617
JP Morgan Sarah Nash (New York)
212.483.2323
TRW DECLARES CASH TENDER OFFER FOR
LUCASVARITY PLC UNCONDITIONAL IN ALL RESPECTS
CLEVELAND, March 25, 1999 - TRW Inc. (NYSE: TRW) today announces that all
remaining conditions to the recommended cash offer for LucasVarity plc (NYSE:
LVA, LSE: LVA) by TRW Automotive UK have now been satisfied or, where permitted,
waived, and the offer has been declared unconditional in all respects. The offer
will remain open for acceptance until further notice.
TRW has received valid acceptances of the offer or had acquired or agreed to
acquire through open market purchase 1,263,092,238 LucasVarity shares,
representing 89.42 percent of LucasVarity's issued share capital.
Payment by TRW for LucasVarity shares for which it has received valid
acceptances of the offer will be effected (i) in the case of acceptances
received, complete in all respects, by March 25, 1999, within 14 days of such
date or, (ii) in the case of acceptances received, complete in all respects,
after March 25, 1999, but while the offer remains open for acceptance, within
14 days of such receipt.
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TRW/2
"With the final conditions to our proposed acquisition now satisfied, we are
working diligently to complete this transaction as quickly as possible," said
Joseph T. Gorman, TRW's chairman and chief executive officer. "This strategic
combination has remarkable synergies and will enable our businesses to grow far
more rapidly than either could independently.
Assuming that it receives sufficient acceptances of the offer, TRW intends to
apply the provisions of sections 428 to 430F of the Companies Act 1985 to
acquire compulsorily the outstanding LucasVarity shares not purchased in the
tender offer. As soon as practicable, TRW intends to request the London Stock
Exchange and the New York Stock Exchange to de-list the LucasVarity shares.
LucasVarity securityholders who have not yet accepted the offer are urged to
complete and return their acceptance forms as soon as possible.
TRW has received valid acceptances of the offer in respect of 1,150,194,262
LucasVarity shares, representing 81.42 percent of LucasVarity's issued share
capital. This includes acceptances in respect of 1,852,100 LucasVarity shares,
representing 0.13 percent of LucasVarity's issued share capital, held by
directors of LucasVarity who entered into irrevocable undertakings to accept
the offer.
In addition, TRW Automotive UK has acquired or agreed to acquire 112,897,976
LucasVarity shares, representing in the aggregate 7.99 percent of LucasVarity's
issued share capital, through open-market purchases since the commencement of
the offer period. Prior to the commencement of the offer period, 10,088
LucasVarity shares, representing less than 0.01 percent of LucasVarity's issued
share capital, were held by J.P. Morgan Securities Limited, which is acting in
concert with TRW.
-- more --
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TRW/3
Except as disclosed above, neither TRW, nor any person acting in concert with
TRW, held any LucasVarity shares prior to the commencement of the offer period,
nor has any such person, since the commencement of the offer period, acquired,
or agreed to acquire, any LucasVarity shares.
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. Depositary: Morgan Guaranty Trust Company of New York
800.428.4237
Information Agent: Georgeson & Company Inc.
800.223.2064
