<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 22)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
and
Statement on
SCHEDULE 13D
(Amendment No. 3)
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
1,391,373,846 (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 98.3% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
April 22, 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
1,391,373,846 (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 98.3% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
April 22, 1999.*
10) TYPE OF REPORTING PERSON
CO
________________________
* Based on 1,415,891,709 Ordinary Shares (including Ordinary Shares represented
by American Depositary Shares) issued and outstanding as of April 22, 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. 22 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. 22 to the Schedule 14D-1 also constitutes
Amendment No. 3 to the Schedule 13D of TRW with respect to LucasVarity
Securities filed with the Commission on March 10, 1999.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by incorporation by reference of
the following information:
On April 23, 1999, TRW issued a press release announcing that the period during
which the recommended cash remains open for acceptance will expire at midnight
(London time), 7:00 p.m. (New York City time) on May 7, 1999. A copy of the
Press Release is filed with this Amendment No. 22 as Exhibit (a)(23) and is
incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto:
(a)(23) Text of press release of TRW, dated April 23, 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: April 23, 1999
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EXHIBIT INDEX
(a)(23) Text of press release of TRW, dated April 23, 1999.
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Exhibit (a)(23)
NEWS RELEASE
TRW Inc.
1900 Richmond Road
Cleveland, OH 44124
[logo]
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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 ANNOUNCES THAT SUBSEQUENT OFFER PERIOD
FOR ITS TENDER OFFER FOR LUCASVARITY PLC WILL EXPIRE
ON MAY 7
CLEVELAND, April 23, 1999 - TRW Inc. (NYSE: TRW) today announces that the
period during which the recommended cash offer for LucasVarity plc (NYSE:
LVA, LSE: LVA) by TRW Automotive UK remains open for acceptance will expire
at midnight (London time), 7:00 p.m. (New York City time) on May 7, 1999.
As previously announced, TRW is applying 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. The compulsory
acquisition period will expire at midnight (London time), 7:00 p.m. (New
York City time) on May 10, 1999.
LucasVarity securityholders who have not yet accepted the offer are urged to
complete and return their acceptance forms as soon as possible.
-- more --
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TRW/2
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 systems 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
