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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
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
1,852,100* (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 0.13% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) outstanding as of February
2, 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
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
1,852,100* (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 0.13% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) outstanding as of February
2, 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.
** Based on information provided in Section 15 of Appendix VI of the Offer to
Purchase.
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This Amendment No. 2 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 2. Identity and Background.
(a) through (d) The information appearing in Section 2(b) under the
caption "Directors of the Offeror, TRW and of LucasVarity -- Directors and
executive officers of TRW" in Appendix VI to the Offer To Purchase is amended as
follows: the information related to David B. Lewis under such caption is amended
to delete the reference to CSX Transportation Inc. TRW inadvertently stated that
Mr. Lewis is a director of CSX Transportation Inc.
Item 10. Additional Information.
At 11:59 p.m., New York time, on February 13, 1999, the waiting period
under the Hart-Scott-Rodino Act expired.
The full text of a press release, dated February 15, 1999, issued by
TRW with respect to the expiration of such waiting period and certain other
matters is filed as Exhibit (a)(13) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(13) Text of Press Release issued by TRW Inc. dated February 15, 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: February 15, 1999
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Exhibit (a)(13)
[TRW LOGO]
For Immediate Release Contact
Mike Jablonski (Media), 216.291.7775
Larry Edelman (Investor Relations), 216.291.7506
TRW ACQUISITION OF LUCASVARITY CLEARS WAITING PERIOD
CLEVELAND, Feb. 15, 1999 -- TRW Inc. (NYSE: TRW) announced today that the
time period for Hart-Scott-Rodino Act review by the Justice Department and
Federal Trade Commission of its proposed transaction to acquire LucasVarity
plc (NYSE: LVA, LSE: LVA) expired at 11:59 p.m., New York City time, on
February 13, 1999, without a request for additional information.
In addition, TRW announced that the filing with the European Commission
related to the transaction was completed on Wednesday, February 10, 1999,
and that TRW expects the initial waiting period under the European Merger
Regulation to expire on March 11, 1999.
As announced on February 6, 1999, TRW is offering 288 pence per share or
approximately $47.35 per American Depositary Share, based on then current
exchange rates (each ADS representing 10 ordinary shares and evidenced by
LucasVarity ADRs), to acquire LucasVarity in a transaction valued at
approximately $7 billion.
The tender offer is conditioned on the valid tender of shares representing
at least 90% of the voting power of LucasVarity and other customary closing
conditions. The offer is currently scheduled to expire at 10:00 a.m., New
York City time, on March 9, 1999.
TRW also announced that, effective immediately, it will discontinue its
stock repurchase program.
TRW provides advanced technology products and services for the automotive,
space, defense, and information technology markets. TRW's total revenue in
1998 was approximately $12 billion. The company's news releases are
available through TRW's corporate Web site (http://www.trw.com).
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