SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Electrosource, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
286150 20 6
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(CUSIP Number of Class of Securities)
John F. McCabe
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102
(703) 848-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 1997
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following:
<PAGE>
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BDM International, Inc. I.D. # IE 54-1561881
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
499,304 shares
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NUMBER 8 SHARED VOTING POWER
OF
SHARES 0 shares
BENEFICIALLY --------- -------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 499,304 shares
PERSON WITH --------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
499,304 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $1.00 per share
(the "Common Stock"), of Electrosource, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at 2809 Interstate 35
South, San Marcos, Texas 78666.
Item 2. Identity and Background.
(a) This Statement is filed by BDM International, Inc., a Delaware
corporation ("BDM"). BDM became a wholly owned subsidiary of TRW Inc., an Ohio
corporation ("TRW"), on December 29, 1997.
(b) The address of the principal business and principal office of BDM
is 1501 BDM Way, McLean, Virginia 22102. The address of the principal business
and principal office of TRW is 1900 Richmond Road, Cleveland, Ohio 44124.
(c) BDM provides systems integration and computer services to the
public sector and commercial customers. TRW provides advanced technology
products and services for the automotive and space and defense markets.
(d) Neither BDM nor, to the knowledge of BDM, TRW or any director or
executive officer of BDM or TRW, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) Neither BDM nor, to the knowledge of BDM, TRW or any director or
executive officer of BDM or TRW, has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(a) - (f) Attached and incorporated herein by reference is Schedule
2(c), which sets forth certain information relating to the directors and
executive officers of each of BDM and TRW.
Item 3. Source and Amount of Funds or Other Consideration.
BDM's initial acquisition of 10,000 shares of Common Stock occurred in
early 1995 in consideration for the sale to the Company of its ownership
interest in a battery technology company which was then owned jointly by BDM and
the Company. In connection with such sale, pursuant to the Asset and Technology
License Agreement, dated as of January 31, 1995, between BDM and the Company
(the "License Agreement"), (i) in consideration for the sublicense and certain
technology relating to the production, support and marketing of advanced
batteries, the Company agreed to issue to BDM 169,999.2 shares of Common Stock
in thirty-six monthly installments of 4,722.2 shares each and (ii) in
consideration for the sublease of certain assets related thereto, the Company
agreed to make certain cash payments to BDM. Pursuant to its terms, the License
Agreement may be renewed and extended by the Company upon the issuance to BDM of
20,000 shares of Common Stock. On December 19, 1997, BDM and the Company amended
the License Agreement, in part, to provide for the immediate issuance by the
Company of shares of Common Stock to BDM with a value of $766,967 in lieu of
certain cash payments payable thereunder.
Item 4. Purpose of Transaction.
The Shares (as defined below) were acquired for the purpose of
investment. BDM intends to review on a continuing basis its investment in the
Common Stock and take such actions with respect to its investment as it deems
appropriate in light of the circumstances existing from time to time. Such
actions could include, among other things, acquiring additional shares of Common
Stock pursuant to the License Agreement or otherwise. BDM could also determine
to dispose of the Shares, in whole or in part, at any time, subject to
compliance with applicable securities laws. Any such decision would be based on
an assessment by BDM of a number of different factors, including, without
limitation, the business, prospects and affairs of the Company, the market for
the Common Stock, the condition of the securities markets, general economic and
industry conditions and other opportunities available to BDM. Any purchases or
dispositions of shares of Common Stock may be effected through open market
purchases or other types of transactions.
Except as set forth in the preceding paragraph or in Item 3 hereof, BDM
does not have any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter or bylaws
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The information given in this Statement is based on 4,152,807 shares of
outstanding Common Stock as of November 10, 1997, as reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
BDM beneficially owns 499,304 shares of Common Stock (the "Shares"),
which represents 12.0% of the outstanding Common Stock. TRW and the directors
and executive officers of each of BDM and TRW disclaim beneficial ownership of
the Shares.
Philip A. Odeen beneficially owns five hundred (500) shares of Common
Stock, which represents less than one percent (1%) of the outstanding Common
Stock.
Except as set forth above, to the knowledge of BDM, neither TRW nor any
director or executive officer of BDM or TRW beneficially owns any shares of
Common Stock.
(b) BDM has sole voting and dispositive power with respect to the Shares.
Mr. Odeen has sole voting and dispositive power with respect to the shares of
Common Stock held by him.
(c) On November 5, 1997, BDM acquired 29,444 shares of Common Stock
pursuant to the License Agreement, 20,000 shares of which were issued in
connection with the renewal and extension thereof. On December 19, 1997, BDM
acquired 299,304 shares of Common Stock pursuant to an amendment thereto, as
described in Item 3 hereof. Such number was determined based on the latest
available closing price for the Common Stock as reported by the Nasdaq Stock
Market, or $2-9/16 per share.
Except as set forth above, neither BDM nor, to the knowledge of BDM,
TRW or any directors or executive officer of BDM or TRW engaged in any such
transactions within the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
See Item 3 hereof.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURES
After reasonable 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.
Dated: January 2, 1998
BDM INTERNATIONAL, INC.
By: /s/ John F. McCabe
John F. McCabe
Corporate Vice President
and General Counsel
382139
<PAGE>
SCHEDULE 2(c)
1. Directors and Executive Officers of BDM. The name, business address
and present principal occupation or employment of each director and executive
officer of BDM and certain other information are set forth below. The business
address of each such director and executive officer is 1501 BDM Way, McLean,
Virginia 22102. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to employment with BDM or a unit or subsidiary
thereof. All directors and executive officers listed below are citizens of the
United States.
Name Present Principal Occupation or Employment
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C. Thomas Faulders, III............ Executive Vice President, Treasurer and
Chief Financial Officer.
David B. Goldston.................. Director
Thomas A. Grissen.................. Senior Vice President of BDM and President
of State and Local Systems unit.
William C. Hoover.................. Executive Vice President of BDM and
President of Federal Systems unit.
William B. Lawrence................ Director
Philip A. Odeen.................... President, Chief Executive Officer and
Director.
David L. Patterson................. President of Integrated Supply Chain unit.
Helen M. Seltzer................... Corporate Vice President of BDM and
President of BDM Technologies.
Dr. William E. Sweeney, Jr. ....... Chairman of the Board of BDM Europe,
General Manager and Chairman of the
Management Board of IABG Holding GmbH, and
Director.
Kathleen A. Weigand................ Director
Roy V. Woodle...................... President of Enterprise Management
Services unit and President and
Chief Executive Officer of Vinnell.
<PAGE>
2. Directors and Executive Officers of TRW. The name, business address and
present principal occupation or employment of each director and executive
officer of TRW and certain other information are set forth below. The business
address of each such director and executive officer is 1900 Richmond Road,
Cleveland, Ohio 44124. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to employment with TRW. All directors and
executive officers listed below are citizens of the United States, except that
Dr. Blankenstein is a citizen of Germany and Dr. Hahn is a citizen of Austria.
Name Present Principal Occupation or Employment
- ------------------------------------------- ------------------------------------
Michael H. Armacost................ Director of TRW and President of the
Brookings Institution.
Martin Feldstein................... Director of TRW, Professor of Economics at
Harvard University and President and
Chief Executive Officer of the National
Bureau of Economic Research.
Robert M. Gates.................... Director of TRW, consultant, author,
lecturer and former Director of Central
Intelligence of the United States.
Joseph T. Gorman................... Director, Chairman of the Board and Chief
Executive Officer.
Carl H. Hahn....................... Director of TRW and former Chairman of the
Board of Volkswagen AG.
George H. Heilmeier................ Director of TRW and Chairman Emeritus of
Bell Communications Research Inc.
(Bellcore).
Peter S. Hellman................... Director, President and Chief Operating
Officer.
Karen N. Horn...................... Director of TRW and Senior Managing
Director and Head of International
Private Banking of Bankers Trust New York
Corporation.
E. Bradley Jones................... Director of TRW and former Chairman and
Chief Executive Officer of Republic Steel
Corporation and its successor LTV Steel
Company.
William S. Kiser................... Director of TRW and Vice Chairman and
Chief Medical Officer of Primary Health
Systems, Inc.
<PAGE>
David B. Lewis..................... Director of TRW and Chairman of the Board
of Lewis & Munday, a Detroit law firm.
James T. Lynn...................... Director of TRW and senior advisor to
Lazard Freres & Co. LLC, investment
bankers.
Lynn M. Martin..................... Director of TRW, Chair of Deloitte &
Touche's Council on the Advancement of
Women and advisor to the firm and Davee
Chair at the J.L. Kellogg Graduate School
of Management, Northwestern University.
John D. Ong........................ Director of TRW and Chairman Emeritus of
The BFGoodrich Company.
Richard W. Pogue................... Director of TRW and senior advisor to Dix
& Eaton, a public relations firm.
Bernd Blankenstein................. Executive Vice President and General
Manager of TRW Steering, Suspension &
Engine Group.
Timothy W. Hannemann............... Executive Vice President and General
Manager of TRW Space & Electronics Group.
Howard V. Knicely.................. Executive Vice President of Human
Resources and Combinations.
William B. Lawrence................ Executive Vice President of General
Counsel and Secretary.
Carl G. Miller..................... Executive Vice President and Chief
Financial Officer.
James S. Remick.................... Executive Vice President and General
Manager of TRW Occupant Restraint Systems
Group.
Peter Staudhammer.................. Vice President of Science & Technology.
John P. Stenbit.................... Executive Vice President and General
Manager of TRW Systems Integration Group.
Ronald D. Sugar.................... Executive Vice President and General
Manager of TRW Automotive Electronics
Group.
<PAGE>
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102-3204
January 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Schedule 13D of BDM International, Inc.
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Ladies and Gentlemen:
On behalf of BDM International, Inc. ("BDM"), I transmit herewith for filing, in
electronic format via EDGAR, BDM's Schedule 13D relating to the ownership of
voting common stock, par value $1.00 per share, of Electrosource, Inc. (the
"Issuer").
By copy of this letter, one copy of the Schedule 13D has been sent to the Issuer
at its principal executive office by certified mail and facsimile via telephone.
If you have any questions, please contact the undersigned at (703) 848-5224.
Very truly yours,
/s/ John F. McCabe
Corporate Vice President and
General Counsel
Enclosure
cc: Electrosource, Inc.
