1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 25, 1999
----------------------
TRW INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 1-2384 34-0575430
- ---------------------- ------------------------ --------------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1900 Richmond Road, Cleveland, Ohio 44124
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(216) 291-7000
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
Item 2. Acquisition and Disposition of Assets.
On February 6, 1999, TRW Inc. ("TRW"), through its indirectly
wholly-owned subsidiary, TRW Automotive UK, commenced an offer (the "Offer") for
each Ordinary Share ("LucasVarity Share") of LucasVarity plc ("LucasVarity") at
a price of 288 pence in cash for each LucasVarity Share and for each American
Depositary Share representing ten LucasVarity Shares ("LucasVarity ADS") at a
price of (pound sterling)28.80 in cash for each LucasVarity ADS. The Offer was
declared unconditional in all respects on March 25, 1999. As a result of
acceptances of the Offer and of open market purchases by TRW Automotive UK
during the offer period, as of March 25, 1999, TRW is the beneficial owner of
approximately 1,263,092,238 LucasVarity Shares (including LucasVarity Shares
represented by LucasVarity ADSs), representing approximately 89.42% of the
issued share capital of LucasVarity.
The Offer will remain open for acceptance until further notice. In the
event that TRW Automotive UK acquires or contracts to acquire at least 90% in
nominal value of the LucasVarity Shares (including LucasVarity Shares
represented by LucasVarity ADSs) before June 6, 1999 (being the end of the four
month period commencing February 6, 1999), it intends to give notice to holders
of LucasVarity Shares that it desires to acquire the remaining such securities
compulsorily under the applicable laws of the United Kingdom at the same price
and on the same terms as under the Offer.
Funding for the acquisition will be obtained from the issuance of
commercial paper and/or from borrowings from banks under an existing credit
facility. TRW maintains a committed credit agreement pursuant to which TRW may
borrow, in the aggregate, up to $7.4 billion. The text of the agreement, which
includes the identity of the banks, is filed herewith as Exhibit 4.1 and is
incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
Historical financial statements for LucasVarity will be filed no later
than June 8, 1999.
(b) Pro Forma Financial Information.
Pro forma financial information relating to the acquisition will be
filed no later than June 8, 1999.
(c) Exhibits.
4.1 Amended and Restated Credit Agreement, dated as of January
27, 1999 and amended and restated as of February 26, 1999,
among TRW and various financial institutions (incorporated
by reference to Exhibit (b)(2) to Amendment No 6. to the
Schedule 14D-1 filed by TRW and TRW Automotive UK on
March 2, 1999).
99.1 Press Release dated March 25, 1999 (incorporated herein by
reference to Exhibit (a)(20) to Amendment No. 20 to the
Schedule 14D-1 filed by TRW and TRW Automotive UK on
March 26, 1999).
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRW INC.
Date: March 26, 1999 By: /s/ William B. Lawrence
---------------------------------
William B. Lawrence
Executive Vice President, General
Counsel and Secretary
4
EXHIBIT INDEX
Exhibit Description
- ------- -----------
4.1 Amended and Restated Credit Agreement, dated as of January 27,
1999 and amended and restated as of February 26, 1999, among
TRW and various financial institutions (incorporated by
reference to Exhibit (b)(2) to Amendment No 6. to the Schedule
14D-1 filed by TRW and TRW Automotive UK on March 2, 1999).
99.1 Press Release dated March 25, 1999 (incorporated by reference
to Exhibit (a)(20) to Amendment No. 20 to the Schedule 14D-1
filed by TRW and TRW Automotive UK on March 26, 1999).