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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
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TRW Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-2384 34-0575430
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1900 Richmond Road, Cleveland, Ohio 44124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(216) 291-7000
N/A
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(Former name or former address, if changed since last report)
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The Registrant hereby amends and supplements the following items of its Current
Report on Form 8-K, dated March 26, 1999 (the "Form 8-K"). Unless otherwise
defined herein, all capitalized terms used herein shall have the respective
meanings given such terms in the Form 8-K. Except as provided herein, there have
been no other changes in the information previously reported in the Form 8-K.
Item 2. Acquisition and Disposition of Assets.
Item 2 is amended by adding the following paragraph at the conclusion thereof:
On May 11, 1999, TRW Inc. announced that it had completed the
acquisition of LucasVarity plc. The Offer expired at midnight (London time),
7:00 p.m. (New York City time) on May 7, 1999, and the compulsory acquisition
period prescribed by Section 429 of the Companies Act of 1985 expired at
midnight (London time), 7:00 p.m. (New York City time) on May 10, 1999. As a
result, immediately after that time TRW Automotive UK acquired all of the
LucasVarity Shares that had not been acquired pursuant to the Offer (including
LucasVarity Shares underlying the LucasVarity ADSs that had not been acquired
pursuant to the Offer). On May 11, 1999, LucasVarity plc was reregistered as a
private company and the LucasVarity ADSs were delisted from the New York Stock
Exchange. The LucasVarity Shares were delisted from the London Stock Exchange on
May 12th.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Items 7(a) and (b) are amended in their entirety as follows:
(a) Financial Statements of LucasVarity plc.
The audited (i) Consolidated Statements of Income, Statements of Total
Recognised Gains and Losses, Consolidated Statements of Cash Flows and
Consolidated Statements of Changes in Shareholders' Equity, each for the years
ended January 31, 1999 and 1998, the six months ended January 31, 1997 and the
year ended July 31, 1996 and (ii) Consolidated Balance Sheets at January 31,
1999 and January 31, 1998 are attached hereto as Exhibit 99.2.
(b) Pro Forma Financial Information.
The unaudited Pro Forma Statements of Operations for the year ended
December 31, 1998 and for the quarter ended March 31, 1999 and the unaudited
Balance Sheet as of March 31, 1999 are attached hereto as Exhibit 99.3.
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Item 7(c) is amended by adding the following as exhibits to the Form 8-K:
(c) Exhibits.
23.1 Consent of Ernst & Young
23.2 Consent of KPMG Audit Plc
23.3 Consents of Ernst & Young and KPMG Audit Plc
99.2 Audited consolidated financial statements of LucasVarity plc as
follows:
(i) Consolidated Statements of Income for the years ended
January 31, 1999 and 1998, the six months ended
January 31, 1997 and the year ended July 31, 1996;
(ii) Statements of Total Recognised Gains and Losses for
the years ended January 31, 1999 and 1998, the six
months ended January 31, 1997 and the year ended July
31, 1996;
(iii) Consolidated Balance Sheets at January 31, 1999 and
January 31, 1998;
(iv) Consolidated Statements of Cash Flows for the years
ended January 31, 1999 and 1998, the six months ended
January 31, 1997 and the year ended July 31, 1996; and
(v) Consolidated Statements of Changes in Shareholders'
Equity for the years ended January 31, 1999 and 1998,
the six months ended January 31, 1997 and the year
ended July 31, 1996.
99.3 Unaudited pro forma financial information as follows:
(i) Unaudited Pro Forma Statement of Operations for the year
ended December 31, 1998;
(ii) Unaudited Pro Forma Statement of Operations for the
quarter ended March 31, 1999; and
(iii) Unaudited Balance Sheet as of March 31, 1999.
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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: May 17, 1999 By /s/ William B. Lawrence
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William B. Lawrence
Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Page
Number Description of Exhibits Number
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23.1 Consent of Ernst & Young A-1
23.2 Consent of KPMG Audit Plc B-1
23.3 Consents of Ernst & Young and KPMG Audit Plc B-2
99.2 Audited consolidated financial
statements of LucasVarity plc as follows:
(i) Consolidated Statements of Income for the
years ended January 31, 1999 and 1998, the six
months ended January 31, 1997 and the year
ended July 31, 1996 C-5
(ii) Statements of Total Recognised Gains and
Losses for the years ended January 31, 1999 and
1998, the six months ended January 31, 1997 and
the year ended July 31, 1996 C-6
(iii) Consolidated Balance Sheets at January 31, 1999
and January 31, 1998 C-7
(iv) Consolidated Statements of Cash Flows for the
years ended January 31, 1999 and 1998, the six
months ended January 31, 1997 and the year ended
July 31, 1996 C-8
(v) Consolidated Statements of Changes in Shareholders'
Equity for the years ended January 31, 1999 and 1998,
the six months ended January 31, 1997 and the year
ended July 31, 1996 C-9
99.3 Unaudited pro forma financial information as
follows:
(i) Unaudited Pro Forma Statement of Operations
for the year ended December 31, 1998 D-2
(ii) Unaudited Pro Forma Statement of Operations
for the quarter ended March 31, 1999 D-3
(iii) Unaudited Balance Sheet as of March 31, 1999 D-7
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