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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 3)
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. 3 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 11. Material to be Filed as Exhibits.
(a)(14) Text of Press Release issued by TRW Inc. dated February 19, 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 19, 1999
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Exhibit (a)(14)
[TRW LOGO]
NEWS RELEASE TRW Inc.
1900 Richmond Road
Cleveland, OH 44124
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For Immediate Release Contact
Michael J. Jablonski
216.291.7775
TRW ANNOUNCES MANAGEMENT CHANGES
CLEVELAND, OHIO, February 19, 1999 - TRW Inc., in anticipation of the
integration of LucasVarity plc, has announced it will eliminate the position of
president and chief operating officer. The company's major businesses will
report directly to Joseph T. Gorman, chairman and chief executive officer. Peter
S. Hellman, president and chief operating officer, has elected to leave the
company at the end of the month.
On February 6 TRW commenced a cash tender offer for all the outstanding shares
of LucasVarity. The acquisition is expected to be completed in the second
quarter.
"One of our most important priorities during the transition period," said Joseph
T. Gorman, chairman and chief executive officer of TRW, "is to put in place a
leadership team and structure designed to ensure a successful integration and to
focus our senior operating executives on direct involvement in managing our
space, defense, and information systems and our automotive businesses. The
combination of LucasVarity and TRW is an excellent strategic fit for both
companies."
Mr. Hellman added that "the acquisition of LucasVarity is a great move. Its
integration will require a new management structure."
Gorman said, "In his ten years with TRW, Peter Hellman has made many significant
contributions in his roles as president, chief financial officer, and treasurer.
We wish him continued success."
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TRW/2
James S. Remick, executive vice president, has been appointed acting general
manager of TRW's automotive operations, reporting to Gorman. Remick had been
serving as deputy general manager since January. In his 38 years with TRW, he
headed the company's occupant restraints systems group and its steering,
suspension and engine group, following a succession of increasingly responsible
management positions.
"Jim is a seasoned and talented operating executive with long and valued
relationships with TRW's key customers in the automotive industry and with our
employees around the globe," said Gorman. "I have every confidence that he will
play a key role in directing the deployment of TRW and LucasVarity products,
skills, state-of-the-art engineering and manufacturing capabilities to create
one of the world's preeminent automotive systems suppliers."
TRW provides advanced technology products and services for the global
automotive, space, defense and information technology markets. The company's
news releases are available through TRW's corporate Web site
(http:www.trw.com/).
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