<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1995
REGISTRATION NO. 33-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRW INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0575430
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE TRW CANADA STOCK SAVINGS PLAN
(FULL TITLE OF THE PLAN)
MARTIN A. COYLE, Secretary of TRW Inc.
1900 Richmond Road, Cleveland, Ohio 44124
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 291-7200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share(1) offering price registration fee
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par value
$0.625 per share, of
TRW Inc. 17,893 (2) $825,000(3) $285
Participations in the Plan(4)
--------------------------------------------------------------------------------
<FN>
(1) Indeterminable since the price per unit of participation in the Plan will
vary from time to time depending upon the market value of securities held
by the Plan and other factors. Contributions to the Plan are a percentage
of the participant's compensation and are accounted for in Canadian
dollars.
(2) This figure (calculated on the basis of $67.0625 per share, the average of
the high and low prices of TRW Common included in the NYSE-Composite
Transactions report for March 21, 1995, as published in the Midwest edition
of The Wall Street Journal) represents the estimated maximum number of
currently outstanding shares of TRW Common which could be purchased under
the Plan with the estimated $1,200,000 maximum aggregate employee
contributions and employer contributions to the Plan covered by this
Registration Statement for the period from May 1, 1995 through April 30,
1996, inclusive.
(3) Estimated maximum aggregate employee contributions covered by this
Registration Statement during the period from May 1, 1995 through April 30,
1996, inclusive.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of participation
interests to be offered or sold pursuant to the Plan described herein.
</TABLE>
THIS IS PAGE ONE OF A TOTAL OF 16 PAGES.
THE EXHIBIT INDEX IS ON PAGE 6 OF THIS FILING.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) (i) the TRW Inc. ("TRW") Annual Report on Form 10-K for the year
ended December 31, 1994;
(ii) the financial statements required by Form 11-K for The TRW
Canada Stock Savings Plan (the "Plan") for the year ended December
31, 1994, attached as Exhibit 28(b) to the TRW Annual Report on Form
10-K for the year ended December 31, 1994;
(b) (i) the description of TRW capital stock contained in Exhibit 4(a)
to TRW's Annual Report on Form 10-K for the year ended December 31,
1988; and
(ii) the Rights Agreement between TRW and Bankers Trust Company
filed as Exhibit 2 to TRW's Form 8-A Registration Statement dated
December 21, 1988. (National City Bank, Cleveland, Ohio, serves as
successor Rights Agent pursuant to the terms of the Rights
Agreement.)
Until TRW files a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold, or deregistering all such
securities which remain unsold, all documents subsequently filed by TRW or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the purchase of shares of TRW Common Stock, par value
$0.625 per share, under the Plan and the purchase of participation interests in
the Plan have been passed upon by Martin A. Coyle, Esq., 1900 Richmond Road,
Cleveland, Ohio 44124. Mr. Coyle, Executive Vice President, General Counsel and
Secretary of TRW, is a shareholder of TRW and also a Director and the President
of TRW Canada Limited.
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code and TRW's Regulations provide for indemnification
of TRW's Directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933. TRW maintains insurance
indemnifying Directors and officers in certain cases and with certain deductible
limits. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors and officers, TRW has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
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<PAGE> 3
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The "Exhibit Index" on page 6 is hereby incorporated by reference.
Item 9. Undertakings.
A. Undertaking Pursuant to Rule 415.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. Undertaking Regarding Documents Subsequently Filed Under the Exchange
Act.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
- 3 -
<PAGE> 4
C. Undertaking Regarding Indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 5
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lyndhurst, State of Ohio, on the 27th day of
March, 1995.
TRW INC.
By /s/ Martin A. Coyle
--------------------------------------
Martin A. Coyle,
Executive Vice President and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
J. T. GORMAN* Chairman of the Board, Director March 27, 1995
and Chief Executive Officer
P. S. HELLMAN* President, Director and Chief March 27, 1995
Operating Officer
R. D. SUGAR* Executive Vice President and Chief Financial Officer March 27, 1995
C. G. MILLER* Vice President and Controller March 27, 1995
M. H. ARMACOST* Director March 27, 1995
C. T. DUNCAN* Director March 27, 1995
M. FELDSTEIN* Director March 27, 1995
R. M. GATES* Director March 27, 1995
C. H. HAHN* Director March 27, 1995
G. H. HEILMEIER* Director March 27, 1995
K. N. HORN* Director March 27, 1995
E. B. JONES* Director March 27, 1995
W. S. KISER* Director March 27, 1995
J. T. LYNN* Director March 27, 1995
R. W. POGUE* Director March 27, 1995
</TABLE>
MARTIN A. COYLE, by signing his name hereto, does hereby sign and
execute this Registration Statement on behalf of each of the above-named
officers and Directors of TRW Inc., pursuant to a power of attorney executed by
each of such officers and Directors and filed with the Securities and Exchange
Commission.
March 27, 1995
* By /s/ Martin A. Coyle
---------------------------------
Martin A. Coyle, Attorney-in-fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Board of Administration of the Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lyndhurst, State of Ohio, on the 27th day of March,
1995.
THE TRW CANADA STOCK SAVINGS PLAN
By /s/ Martin A. Coyle
---------------------------------
Martin A. Coyle, Attorney-in-fact
- 5 -
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Exhibit Description Page No.
----------- ------------------- --------
<S> <C> <C>
5(a) Legal Opinion of Martin A. Coyle, General Counsel
of TRW Inc..................................................................... 7
5(b) Legal Opinion of Cassels, Mitchell, Canadian counsel........................... 9
23(a) Consent of Ernst & Young....................................................... 10
23(b) Consent of Ernst & Young LLP................................................... 11
-- The Consent of Martin A. Coyle is contained in his
opinion filed as Exhibit 5(a) to this Registration Statement
-- The Consent of Cassels, Mitchell is contained in its
opinion filed as Exhibit 5(b) to this Registration Statement
24(a) Powers of Attorney of Members of
The Board of Administration of
The TRW Canada Stock Savings Plan.............................................. 12
24(b) Power of Attorney of the Directors and
certain officers of TRW Inc.................................................... 13
24(c) Certified Resolutions of the Directors of TRW Inc.............................. 14
</TABLE>
- 6 -
<PAGE> 1
[TRW Letterhead] Exhibit 5(a)
March 27, 1995
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
and
Board of Administration
The TRW Canada Stock Savings Plan
1900 Richmond Road
Cleveland, Ohio 44124
Re: The TRW Canada Stock Savings Plan
Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") to effect the registration under the Securities Act of 1933, as
amended, of shares of common stock of TRW ("Shares") and related participation
interests to be offered under The TRW Canada Stock Savings Plan ("Plan").
I am familiar with the Plan, as amended to date; the trust agreement between TRW
Canada Limited ("TRW Canada") and The Royal Trust Company and United States
Trust Company of New York as co-trustees (the "Trust Agreement"); the
proceedings taken by TRW Canada in connection with the adoption of the Plan; the
proposed issuance and sale of participation interests in the Plan; and the
proposed offering of Shares under the Plan. I am also familiar with the records
relating to the organization of TRW and TRW Canada including their respective
Articles of Incorporation and amendments thereto, and Regulations and By-Laws,
respectively, and I have examined, or caused to be examined, such other records,
documents and instruments as in my judgment are necessary or appropriate to
enable me to render the opinion expressed below.
<PAGE> 2
TRW Inc.
Board of Administration
March 27, 1995
Page 2
Based on the foregoing, I am of the opinion that the Shares will, when acquired
by the participants pursuant to the terms of the Plan, be validly issued, fully
paid and nonassessable. I am further of the opinion that the participation
interests in the Plan, created in accordance with the Plan and Trust Agreement,
will, when acquired by the participants pursuant to the terms of the Plan, be
validly issued, fully paid and nonassessable.
Insofar as the foregoing opinion involves matters relating to the laws of Canada
or a Province thereof, I have relied upon the opinion of Messrs. Cassels,
Mitchell of Toronto, Canada.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement and in the
Plan documents prepared pursuant to the requirements of Part I of Form S-8.
Sincerely,
/s/ Martin A. Coyle
Martin A. Coyle
General Counsel
<PAGE> 1
[Cassels, Mitchell Letterhead] Exhibt 5(b)
15th March, 1995.
TRW Inc.
Law Department
1900 Richmond Road
Cleveland, Ohio 44124
U.S.A.
Dear Sirs:
Re: The TRW Canada Stock Savings Plan
Form S-8 Registration Statement
------------------------------------------
We are delivering this opinion in connection with the
preparation and filing with the U.S. Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") to effect the
registration under the Securities Act of 1933, as amended, of shares of common
stock of TRW Inc. and related participation interests to be offered under The
TRW Canada Stock Savings Plan (the "Plan"). We are of the opinion that:
The rights and/or interests of the participants in the
Plan, when acquired by participants pursuant to the
terms of the Plan, will be validly issued, fully paid and
nonassessable, under the laws of Canada and the
Province of Ontario.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us in the Registration
Statement and in the Plan documents prepared pursuant to the requirements of
Part 1 of Form S-8.
Yours very truly,
/s/ Walter G. Cassels
Walter G. Cassels/lb
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated March 17, 1995 with respect to the
financial statements of The TRW Canada Stock Savings Plan included in Exhibit
28(b) to the TRW Inc. Annual Report (Form 10-K), for the year ended December
31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Hamilton, Ontario
March 27, 1995
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated January 23, 1995 with respect to the
consolidated financial statements of TRW Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cleveland, Ohio
March 27, 1995
<PAGE> 1
Exhibt 24(a)
POWER OF ATTORNEY
Members of the Board of Administration of
The TRW Canada Stock Savings Plan
THE UNDERSIGNED members of the Board of Administration of The TRW
Canada Stock Savings Plan (the "Plan") hereby appoint M. A. Coyle, C. T. Harvie,
W.S. Page, III and J. L. Manning, Jr., and each of them, as attorneys for the
Plan and for the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the Plan and the
undersigned, to prepare or cause to be prepared, to execute and to file from
time to time with the Securities and Exchange Commission, Washington, D.C. (the
"Commission") (i) an annual report on Form 11-K for the year ended December 31,
1994, or information in lieu thereof, under the Securities Exchange Act of 1934
(the "Exchange Act"); (ii) a registration statement or statements on Form S-8 or
any other appropriate form or forms pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering participations in the Plan,
and, if appropriate, shares of Common Stock of TRW Inc. to be acquired, issued,
contributed or sold in connection with the Plan; and (iii) any and all
amendments, including post-effective amendments, and exhibits to such annual
report and registration statements, and any and all applications or other
documents to be filed with the Commission or elsewhere pertaining to the
securities to which such registration statement(s) relate(s), with full power
and authority to take or cause to be taken all other actions which in the
judgment of such person may be necessary or appropriate to effect the filing of
the annual report, or information in lieu thereof, under the Exchange Act or the
registration under the Act of the participations in and, if appropriate, the
shares of Common Stock of TRW Inc. offered or to be offered pursuant to the
Plan.
EXECUTED on the dates set forth below.
/s/ R. F. Anderson /s/ C. P. Reidel
------------------- -------------------
R. F. ANDERSON C. P. REIDEL
Member of the Board Member of the Board
of Administration of Administration
February 20, 1995 February 9, 1995
/s/ J. M. Roosevelt
-------------------
J. M. ROOSEVELT
Member of the Board
of Administration
February 6, 1995
<PAGE> 1
Exhibit 24(b)
POWER OF ATTORNEY
Directors and Certain Officers of TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint M. A.
Coyle, C. T. Harvie, W. S. Page, III, J. Powers and J. L. Manning, Jr., and each
of them, as attorneys for the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned in the
capacity specified, to prepare or cause to be prepared, to execute and to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (1) a Registration Statement or amendments to previously filed
Registration Statements with respect to participations in The TRW Employee Stock
Ownership and Stock Savings Plan and shares of TRW Common Stock offered in
connection therewith; (2) a Registration Statement or amendments to previously
filed Registration Statements with respect to participations in The TRW Canada
Stock Savings Plan and shares of TRW Common Stock offered in connection
therewith; (3) a Registration Statement or amendments to previously filed
Registration Statements relating to stock options, stock appreciation rights,
restricted stock, performance shares and other stock-based grants granted or to
be granted pursuant to the 1994 TRW Long-Term Incentive Plan, the 1989 TRW
Long-Term Incentive Plan, stock options and stock appreciation rights granted or
to be granted pursuant to the 1984 Stock Option Plan and the 1979 Stock Option
Plan, as amended, and stock options granted or to be granted pursuant to the
1973 Stock Option Plan and the 1967 Stock Option Plan, each as amended, and
shares of TRW Common Stock offered in connection therewith; (4) any and all
amendments (including post-effective amendments), prospectuses and exhibits to
such Registration Statements; and (5) any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the securities to which any such Registration Statements relate, with full power
and authority to take or cause to be taken such other action which in the
judgment of such person may be necessary or appropriate to effect the filing of
such documents.
EXECUTED the dates set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ J. T. Gorman /s/ P. S. Hellman /s/ R. D. Sugar
---------------------------- ------------------------ ---------------------------
J. T. Gorman, P. S. Hellman, R. D. Sugar,
Chairman of the Board, President, Executive Vice President
Chief Executive Officer Chief Operating Officer and Chief Financial Officer
and Director and Director February 8, 1995
February 8, 1995 February 8, 1995
/s/ C. G. Miller /s/ M. H. Armacost /s/ C. T. Duncan
---------------------------- ------------------------ ---------------------------
C. G. Miller, Vice President M. H. Armacost, Director C. T. Duncan, Director
and Controller February 8, 1995 February 8, 1995
February 8, 1995
/s/ M. Feldstein /s/ C. H. Hahn /s/ G. H. Heilmeier
---------------------------- ------------------------ ---------------------------
M. Feldstein, Director C. H. Hahn, Director G. H. Heilmeier, Director
February 8, 1995 February 8, 1995 February 8, 1995
/s/ K. N. Horn /s/ E. B. Jones /s/ W. S. Kiser
---------------------------- ------------------------ ---------------------------
K. N. Horn, Director E. B. Jones, Director W. S. Kiser, Director
February 8 , 1995 February 8, 1995 February 8, 1995
/s/ J. T. Lynn /s/ R. W. Pogue /s/ R. M. Gates
---------------------------- ------------------------ ---------------------------
J. T. Lynn, Director R. W. Pogue, Director R. M. Gates, Director
February 8, 1995 February 8, 1995 February 8, 1995
</TABLE>
<PAGE> 1
Exhibit 24(c)
C E R T I F I C A T E
I, Jean M. Schmidt, do hereby certify that I am a duly elected,
qualified and acting Assistant Secretary of TRW Inc. ("TRW"), an Ohio
corporation; that attached hereto and marked as "Exhibit A" is a true and
correct copy of resolutions duly adopted by the Directors of TRW at a meeting
thereof duly called and held on February 8, 1995, at which meeting a quorum was
present and acting throughout; and that said resolutions have not been modified,
revoked or rescinded in any manner and are now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have caused
the seal of TRW to be affixed hereto at Lyndhurst, Ohio this 27th day of March,
1995.
/s/ Jean M. Schmidt
-------------------
Assistant Secretary
<PAGE> 2
EXHIBIT A
RESOLVED that any officer or assistant officer of the Corporation is authorized
and empowered, for and on behalf of the Corporation, to prepare or cause to be
prepared, to execute and to file with the Securities and Exchange Commission,
Washington, D. C. (the "Commission"), (i) registration statements on Form S-8 or
any other appropriate form or forms pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering participations in, and the
shares of Common Stock of the Corporation, or other securities of the
Corporation, to be acquired, issued, contributed or sold in connection with, The
TRW Employee Stock Ownership and Stock Savings Plan and The TRW Canada Stock
Savings Plan, and any and all amendments, including post-effective amendments,
and exhibits to such registration statements and to existing registration
statements relating to such Stock Savings Plans; (ii) registration statements on
Form S-8 or any other appropriate form or forms pursuant to the Act, for the
purpose of registering stock options and stock appreciation rights granted or to
be granted pursuant to the 1984, 1979, 1973 and 1967 Stock Option Plans, and any
and all amendments, including post-effective amendments, and exhibits to such
registration statements and to existing registration statements relating to such
Option Plans; and (iii) a registration statement on Form S-8 or other applicable
form or forms, pursuant to the Act, for the purpose of registering the stock
options, stock appreciation rights, performance-based restricted stock,
restricted stock, performance shares and other stock-based grants granted or to
be granted and the shares of Common Stock of the Corporation, or other
securities of the Corporation, to be issued pursuant to the terms of the 1994
TRW Long- Term Incentive Plan (the "1994 Plan") and the 1989 TRW Long-Term
Incentive Plan (the "1989 Plan"), and any and all amendments, including
post-effective amendments, and exhibits to such registration statements and to
existing registration statements relating to the 1994 Plan and the 1989 Plan,
and to take such other action as may be necessary or appropriate to effect
registration under the Act of the participations in all such plans and the
shares of Common Stock of the Corporation, or other securities of the
Corporation, offered or to be offered pursuant to all such plans, including the
execution of a power of attorney evidencing the authority set forth herein;
FURTHER RESOLVED that Walter S. Page, III and J. Lawrence Manning, Jr. and each
of them is appointed an attorney for the Corporation, with full power of
substitution and resubstitution, to execute and file, for and on behalf of the
Corporation, such proposed registration statements and any and all such
amendments, including post-effective amendments, and exhibits thereto, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to such registrations or amendments, with full power and
authority to take or cause to be taken all other actions which in the judgment
of such person may be necessary or appropriate to effect the purposes of the
foregoing resolution;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to take any and
<PAGE> 3
all action which he or she deems necessary or appropriate in order to effect the
registration or qualification of participations in, and the shares of Common
Stock of the Corporation, or other securities of the Corporation, to be
acquired, issued, contributed or sold in connection with, (i) The TRW Employee
Stock Ownership and Stock Savings Plan and The TRW Canada Stock Savings Plan,
(ii) the 1984, 1979, 1973 or 1967 Stock Option Plans or (iii) the 1994 Plan or
1989 Plan (the "Securities") for offer and sale under the securities or Blue Sky
laws of any of the states of the United States of America or of any other
jurisdiction, and, in connection therewith, to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, issuer's covenants,
resolutions and other papers and instruments as may be required under such laws,
and to take any and all further action which he or she may deem necessary or
appropriate in order to maintain any such registration or qualification for as
long as he or she deems it to be in the best interest of the Corporation;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to take any and
all action, including the filing of consents to service of process, which he or
she may deem necessary or appropriate in order to register the Corporation as a
dealer or broker in any state of the United States of America or of any other
jurisdiction wherein such registration may be required under the securities laws
thereof in connection with the sale, registration or qualification of the
Securities and to appoint the appropriate official agent of the Corporation for
the purpose of receiving and accepting process;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to execute,
certify, deliver, file and record all agreements, documents and instruments and
to take or cause to be taken any other actions which such person shall deem
necessary or appropriate to give effect to the transactions approved and
authorized pursuant to the foregoing resolutions; and
FURTHER RESOLVED that if, in connection with the preparation, execution and
delivery of the registration statements and related documents approved and
authorized pursuant to the foregoing resolutions, any particular form of
resolution or resolutions is required by the Commission or other agency to
effect filing hereunder, such resolution or resolutions shall be deemed adopted
hereby when certified by the Secretary (or any Assistant Secretary) of the
Corporation; provided, however, that such resolutions do not exceed or
contradict the authorities granted pursuant to the foregoing resolutions.
-2-
