<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
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. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 initially filed on February 5, 1999 (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.
In the EDGAR version of Exhibits (a)(1), (a)(2), (a)(5), (a)(6) and
(a)(11) to the Schedule 14D-1, pound sterling amounts are preceded by the letter
L or the symbol "#".
Item 4. Source and Amount of Funds or Other Consideration.
The information appearing under paragraph (a) and (b) of Item 4 of the
Schedule 14D-1 is amended by adding the following information thereto.
As set forth under Section 7 in the Offer To Purchase under Appendix
VI, the Offer is being financed through credit facilities initially provided by
J.P. Morgan, Bank of America and Citibank (the "Initial Banks"). A portion of
the commitments of the Initial Banks under the Tranche One Facility (as defined
in such Section 7) and a portion of the commitments of the Initial Banks under
the Tranche Two Facility (as defined in such Section 7) has been assigned to and
assumed by Barclays Bank plc with the consent of TRW. As contemplated by the
Credit Agreement filed as Exhibit (b)(1) to the Schedule 14D-1 syndication of
these facilities is likely occur in the future.
Item 11. Material to be Filed as Exhibits.
(a)(12) Text of Press Release issued by TRW Inc. dated
February 6, 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 9, 1999
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Exhibit (a)(12)
NEWS RELEASE LOGO TRW LOGO
For Immediate Release Contacts:
TRW Jay A. McCaffrey (Cleveland)
+1 216.291.7179 (Media)
Larry Edelman (Cleveland)
+1 216.291.7506 (Investors)
LucasVarity Nick Jones (London)
+44 171 647 0617 (Media)
JP Morgan Sarah Nash (New York)
+1 212.483.2323
Daniel Chamier (London)
+44 171 600 2300
Citigate Dewe Rogerson Patrick Donovan (London)
+44 (0) 467 445 531 (Media)
Martin Jackson (London)
+44 (0) 378 666 280 (Media)
TRW ANNOUNCES CASH TENDER OFFER
FOR LUCASVARITY PLC
COMPANY ISSUES OFFER DOCUMENT
CLEVELAND, OHIO and LONDON, ENGLAND - February 6, 1999 - TRW Inc. (NYSE: TRW)
announced today that it has commenced a tender offer at 288 pence per share, or
approximately $47.35 per American Depositary Share based on current exchange
rates (each ADS representing 10 ordinary shares evidenced by LucasVarity ADRs),
in cash to acquire the entire issued share capital of LucasVarity plc (NYSE:
LVA, LSE: LVA).
The offer is scheduled to expire March 9, 1999, 10:00 a.m. EST (3:00 p.m.
London). The offer is contingent on, among other things, valid acceptances being
received by no fewer than 90 percent of the total shares outstanding.
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TRW/2
Important benefits of TRW's offer include the following:
o TRW's offer of 288 pence per ordinary share is wholly cash, ensuring that
accepting shareholders receive full value for their shares.
o The board of LucasVarity considers that the combination of LucasVarity and
TRW offers both the best potential value for shareholders and an
opportunity for its employees to become part of a dynamic global leader in
technology, manufacturing and service with approximately $19 billion in
revenue. This provides:
- Considerably superior financial, technological and operational scale,
and
- A critical mass platform for rapid growth in all its global markets.
o The combined group will be a global leader in vehicle safety systems, which
includes steering, suspension, brakes, occupant restraints, and related
electronics.
"The combination is an excellent strategic fit for both companies," said Joseph
T. Gorman, chairman and chief executive officer. "Together, we will create one
of the world's preeminent automotive systems suppliers. Our products, skills,
state-of-the-art engineering and manufacturing capabilities will serve as
catalysts for sustainable long-term growth."
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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TRW/3
TRW cautions that certain forward-looking statements which may be made about the
transaction, including, without limitation, the effect of the combination of TRW
and LucasVarity on TRW's earnings and cash flows, are qualified by important
factors that could cause actual operating results to differ materially from
those described herein or any such statements, including, among others, the
following, in addition to factors that affect other companies in the businesses
of TRW and LucasVarity or that are referred to in their periodic reports to
shareholders of public filings: (i) unanticipated events and circumstances may
occur rendering the transaction less beneficial to TRW than anticipated; (ii)
TRW and LucasVarity face intense competition in their markets and there is,
accordingly, no guarantee that after consummation of the transaction TRW will
achieve the expected financial and operating results and synergies; and (iii)
the ability of TRW and LucasVarity to integrate successfully their operations
and thereby achieve the anticipated cost savings and be in a position to take
advantage of potential opportunities for growth. Results actually achieved may
differ materially from the expected results described herein or any such
statements. TRW undertakes no obligation to update any forward-looking
statements.
The directors of TRW Automotive U.K. (being Joseph T. Gorman, Peter S. Hellman,
and Carl G. Miller) accept responsibility for the information contained in this
release relating to TRW Inc. issued only in relation to the merger of TRW Inc.
with LucasVarity plc. To the best of the knowledge and belief of the directors
of TRW Automotive U.K. (who have taken all reasonable care to insure that such
is the case) such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
###
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
+1 800.428.4237
Information Agent: Georgeson & Company Inc.
+1 800.223.2064
