<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 21)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
and
Statement on
SCHEDULE 13D
(Amendment No. 2)
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
<PAGE> 2
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
1,279,702,178 (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 90.6% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 26, 1999.*
10) TYPE OF REPORTING PERSON
CO
-2-
<PAGE> 3
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
1,279,702,178 (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 90.6% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 26, 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 26, 1999
(which excludes all LucasVarity Securities which could be issued upon
exercise in full of options granted under LucasVarity Share Option Schemes).
-3-
<PAGE> 4
This Amendment No. 21 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. 21 to the Schedule 14D-1 also constitutes
Amendment No. 2 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 29, 1999, TRW issued a press release (the "Press Release") announcing,
among other things, that TRW Automotive UK had acquired or agreed to acquire
LucasVarity Shares (including LucasVarity Shares represented by LucasVarity
ADSs) representing in the aggregate 90 percent of LucasVarity's issued share
capital. A copy of the Press Release is filed with this Amendment No. 21 as
Exhibit (a)(21) and is incorporated by reference herein.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by incorporation by reference of
the following information:
TRW Automotive UK also gave notice in the Press Release that it has issued
notices to those LucasVarity shareholders who have not already accepted the
Offer, informing them that it intends to exercise its rights under Section 429
of the Companies Act 1985 to acquire compulsorily all their LucasVarity shares
(including LucasVarity Shares represented by ADSs). In addition, the Press
Release also gave notice that the Offer will remain open for acceptance until
further notice, and that at least 14 calendar days' notice will be given before
the Offer is closed. A copy of the notice issued to non-assenting LucasVarity
shareholders is filed with this Amendment No. 21 as Exhibit (a)(22) 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)(21) Text of press release of TRW, dated March 29, 1999.
(a)(22) Text of notice to non-assenting LucasVarity shareholders,
dated March 29, 1999.
-4-
<PAGE> 5
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 29, 1999
-5-
<PAGE> 6
EXHIBIT INDEX
(a)(21) Text of press release of TRW, dated March 29, 1999.
(a)(22) Text of notice to non-assenting LucasVarity shareholders,
dated March 29, 1999.
<PAGE> 1
Exhibit (a)(21)
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 COMMENCES COMPULSORY ACQUISITION PROCEDURE
FOR LUCASVARITY PLC
CLEVELAND, March 29, 1999 - TRW Inc. (NYSE: TRW) today announces that it has
acquired or agreed to acquire 90 percent of LucasVarity's issued share
capital.
Accordingly, TRW today issued notices to those LucasVarity shareholders who have
not already accepted the offer, informing them that it intends to exercise its
rights under section 429 of the Companies Act 1985 to acquire compulsorily all
their LucasVarity shares (including those represented by LucasVarity ADSs).
The offer will remain open for acceptance until further notice. At least 14
calendar days' notice will be given before the offer is closed.
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.
###
<PAGE> 2
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
<PAGE> 1
Exhibit (a)(22)
COMPANIES FORM No. 429(4)
Notice to non-assenting
shareholders
Pursuant to section 429(4) of the Companies Act 1985
as inserted by Schedule 12 to the Financial Services Act 1986 429(4)
To:
A takeover offer (the "OFFER") was made on 6 February 1999 on behalf of TRW
Automotive UK ("TRW") for the entire issued and to be issued ordinary share
capital (the "LUCASVARITY SHARES") of LucasVarity plc (the "COMPANY").
TRW has within four months of making the Offer acquired or contracted to acquire
not less than nine-tenths in value of the LucasVarity Shares to which the Offer
relates. TRW gives notice that it now intends to exercise its right under
section 429 of the Companies Act 1985 to acquire the LucasVarity Shares held by
you (including LucasVarity Shares represented by American Depositary Shares).
The terms of the Offer are set out in the offer document dated 6 February 1999
sent to the Company's securityholders on behalf of TRW. They provide for the
following consideration:
FOR EACH LUCASVARITY SHARE 288 PENCE IN CASH
Under the terms of the Offer, holders of LucasVarity Shares (other than US
persons and certain other overseas persons) who validly accept the Offer may
elect, subject to the limits described in the offer document, to receive loan
notes instead of some or all of the cash consideration. Such loan notes will be
issued by TRW on the following basis:
FOR EACH 1 POUND OF CASH CONSIDERATION 1 POUND NOMINAL OF LOAN NOTES
As the terms of the Offer include a choice of consideration, you should (unless
you are a US person or other overseas person not entitled to elect to receive
loan notes) within six weeks of the date of this notice inform TRW in writing at
Computershare Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol
BS99 1XZ as to which of the choices you wish to accept. If you fail to make a
choice and do not make application to the Court (see below), TRW will acquire
your LucasVarity Shares (including those LucasVarity Shares represented by
American Depositary Shares) on the following terms:
FOR EACH LUCASVARITY SHARE 288 PENCE IN CASH
NOTE: YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE
APPLICATION TO THE COURT WITHIN SIX WEEKS OF THE DATE OF THIS NOTICE FOR AN
ORDER EITHER THAT TRW SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE YOUR
LUCASVARITY SHARES OR THAT DIFFERENT TERMS TO THOSE OF THE OFFER SHALL APPLY TO
THE ACQUISITION. IF YOU ARE CONTEMPLATING SUCH AN ACTION, YOU MAY WISH TO SEEK
LEGAL ADVICE.
Signed: /s/Joseph T. Gorman Dated 29 March 1999
-------------------
Joseph T. Gorman
For and on behalf of TRW Automotive UK
