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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 11)
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
105,924,241* (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 7.5% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 8, 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
105,924,241* (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 7.5% of the Ordinary Shares (including Ordinary Shares
represented by American Depositary Shares) issued and outstanding as of
March 8, 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 1,407,770,045 Ordinary Shares (including Ordinary Shares represented
by American Depositary Shares) issued and outstanding as of March 8, 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. 11 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 8, 1999, TRW Automotive UK purchased 200,000 LucasVarity
Shares (representing approximately .01% of the issued and outstanding
share capital of LucasVarity) at a price of 284 pence per share. The purchase
was effected in one trade.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by incorporation by
reference of the following information:
On March 9, 1999, TRW issued a press release which announced,
among other things, that TRW has extended the Initial Offer Period of the
Offer to 10:00 p.m. (London time), 5:00 p.m. (New York City time) on
Thursday, March 25, 1999. The Initial Offer Period of the Offer had been
previously scheduled to expire at 3:00 p.m. (London time), 10:00 a.m. (New
York City time) on March 9, 1999. As of 5:00 p.m. (New York City time) on
March 8, 1999, TRW had received valid acceptances of the Offer or had
acquired through open market purchase 630,727,402 LucasVarity Shares and
LucasVarity ADSs, representing 44.8% of LucasVarity's issued and
outstanding share capital. As of 5:00 p.m. (New York City time) on March 8,
1999, valid acceptances of the Offer had been received in respect of
526,655,261 LucasVarity Shares and LucasVarity ADSs, representing 37.41% of
the issued and outstanding share capital of LucasVarity. A copy of the
press release is filed herewith as Exhibit (a)(15) and is incorporated by
reference herein.
Item 11. Material to be Filed as Exhibits.
(a)(15) Text of Press Release issued by TRW Inc. dated March 9, 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: March 9, 1999
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NEWS RELEASE TRW Inc. [TRW LOGO]
1900 Richmond Road
Cleveland, Ohio 44124
Exhibit (a)15
- --------------------------------------------------------------------------------
For Immediate Release Contacts
TRW Jay A. McCaffrey (Cleveland)
216.291.7179(Media)
Larry Edelman (Cleveland)
216.291.7506
JP Morgan Sarah Nash (New York)
212.483.2323
TRW EXTENDS CASH TENDER OFFER
FOR LUCASVARITY PLC UNTIL MARCH 25, 1999
CLEVELAND, March 9, 1999 - TRW Inc. (NYSE: TRW) announced today an extension of
the acceptance period for the recommended cash offer for LucasVarity plc by TRW
Automotive UK (NYSE: LVA, LSE: LVA) to 5 p.m. New York City time (10 p.m. London
time) on Thursday, March 25, 1999. The initial offer period would otherwise have
expired today.
By 5 p.m. New York time on March 8, 1999, TRW had received valid acceptances of
the offer or had acquired through open market purchase 630,727,402 LucasVarity
shares, representing 44.8 percent of LucasVarity's issued share capital.
Valid acceptances of the offer had been received in respect of 526,655,261
LucasVarity shares, representing 37.41 percent of LucasVarity's issued share
capital. This includes acceptances in respect of 1,852,100 LucasVarity shares,
representing 0.13 percent of LucasVarity's issued share capital, held by
Directors of LucasVarity who had entered into irrevocable undertakings prior to
the commencement of the offer period to accept the offer.
In addition, TRW Automotive UK has acquired 104,072,141 LucasVarity shares,
representing in the aggregate 7.39 percent of LucasVarity's issued share
capital, through open-market purchases since the commencement of the offer
period. Prior to the commencement of the offer, 10,088 LucasVarity shares were
held by J.P. Morgan Securities Limited, which is deemed to be acting in concert
with TRW.
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TRW/2
Save as disclosed above, neither TRW, nor any person acting in concert with TRW,
held any LucasVarity shares prior to the commencement of the offer period, nor
has any such person, since the commencement of the offer period, acquired, or
agreed to acquire, any LucasVarity shares.
TRW earlier reported that the waiting period under the U.S. Hart-Scott Rodino
Act expired on February 13, 1999. The waiting period under the European Merger
Regulation is not expected to expire until 12 midnight Brussels time on
Thursday, March 11, 1999. In addition to expiration of that period, the offer is
subject to various conditions, including valid acceptances having been received
in respect of 90 percent (or such lower percentage, but at least over 50
percent, as TRW may decide) in nominal value of the LucasVarity securities to
which the offer relates.
TRW may declare the offer unconditional in all respects at any time if all
applicable conditions have been satisfied, fulfilled or, to the extent
permitted, waived. In the event that the offer becomes or is declared wholly
unconditional, it will be held open for acceptance for not less than 14 calendar
days from the date on which it is so declared. TRW also reserves the right to
extend the offer further beyond the March 25, 1999 closing date, but is not
obliged to do so unless the offer is then unconditional.
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 technology markets. The company's news releases are available
through TRW's corporate Web site (http://www.trw.com/).
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TRW/3
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.
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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
