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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 16)
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
114,037,122* (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 8.1% 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
114,037,122* (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 8.1% 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. 16 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 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 17, 1999, TRW Automotive UK purchased 4,109,361 LucasVarity
Shares (representing approximately .29% of the issued and outstanding share
capital of LucasVarity) at a price of 285.5 pence per share. The purchases were
effected in two different trades as follows: 2,500,000 and 1,609,361.
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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 18, 1999
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