<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRW INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
34-0575430
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
1900 Richmond Road
Cleveland, Ohio 44124
(216) 291-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Martin A. Coyle
Executive Vice President and General Counsel
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
(216) 291-7200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7415
(212) 474-1270
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective,
as determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. []
<PAGE> 2
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE> 3
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM
PROPOSED AGGREGATE
TITLE OF EACH AMOUNT MAXIMUM OFFERING AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE PRICE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT (2) (1)(2)(3) FEE
----------------- -------------- ------------ --------- ---
<S> <C> <C> <C> <C>
Debt Securities and
Warrants to
purchase Debt
Securities $224,530,000(3) 100% $224,530,000 $77,425
<FN>
(1) In U.S. dollars or the equivalent thereof in foreign denominated
currency or units consisting of multiple currencies.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Principal amount at maturity will be greater if securities are sold
with original issue discount.
</TABLE>
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, THE PROSPECTUS CONTAINED HEREIN ALSO RELATES TO THE
SECURITIES (IN THE AMOUNT OF $275,470,000, WITH A FILING FEE OF $68,868)
COVERED BY REGISTRATION STATEMENT NO. 33-42870, AND THIS REGISTRATION STATEMENT
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 THERETO.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 4
PROSPECTUS (SUBJECT TO COMPLETION, DATED AUGUST 10, 1995)
[TRW Logo]
TRW INC.
DEBT SECURITIES AND WARRANTS
TRW Inc. (the "Company") intends to issue from time to time debt
securities (the "Debt Securities") and warrants to purchase Debt Securities
(the "Warrants") from which the Company will receive proceeds of up to an
aggregate of $500,000,000 (or the equivalent in foreign denominated currency or
units consisting of multiple currencies) and which will be offered on terms to
be determined at the time of sale. The Debt Securities and Warrants may be
issued in one or more series with the same or various maturities, at par or at
a premium or with an original issue discount. The purchase price for and the
principal of and any premium and any interest on the Debt Securities and
Warrants may be payable in U.S. dollars or foreign denominated currency or
currency units.
The specific title, aggregate principal amount, designated currency or
currency units, offering price, maturity, rate (or method of calculation) and
time of any payment of interest, any right on the part of the holders of Debt
Securities to require the repurchase thereof by the Company, any redemption,
sinking fund and other terms and any securities exchange listing of Debt
Securities (the "Offered Debt Securities") and the duration, offering price,
exercise price and detachability of any Warrants (the "Offered Warrants") in
respect of which this Prospectus is being delivered are set forth in
supplements to this Prospectus (the "Prospectus Supplement") together with the
terms of the offering. The Offered Debt Securities and Offered Warrants are
herein collectively referred to as the "Offered Securities".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company may sell the Debt Securities and Warrants offered hereby
in any one or more of the following ways: (i) directly to purchasers; (ii)
through agents; (iii) to dealers; or (iv) to underwriters. If any
underwriters, agents or dealers are involved in the sale of the Offered
Securities, their names and any applicable fee, commission or discount
arrangements with them are set forth in the Prospectus Supplement. See "Plan
of Distribution". The net proceeds to the Company from such sale are also set
forth in the Prospectus Supplement.
_________________, 1995
<PAGE> 5
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE> 6
No person has been authorized to give any information or to make any
representations not contained in this Prospectus or any Prospectus Supplement
in connection with the offer made by this Prospectus or any Prospectus
Supplement and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or by any underwriter,
dealer or agent. This Prospectus and any Prospectus Supplement do not
constitute an offer to sell or a solicitation of an offer to buy any of the
Debt Securities or Warrants offered hereby in any jurisdiction in which or to
any person to whom it is unlawful to make such offer or solicitation. This
Prospectus and any Prospectus Supplement do not constitute an offer to sell or
a solicitation of an offer to buy any securities other than those to which they
relate. Neither the delivery of this Prospectus nor any Prospectus Supplement
nor any sale of or offer to sell the Debt Securities or Warrants offered hereby
shall, under any circumstances, create an implication that there has been no
change in the affairs of the Company since the date hereof or that the
information herein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such
reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005; the Chicago Stock Exchange, Incorporated, 440
South LaSalle Street, Chicago, Illinois 60605; The Pacific Stock Exchange
Incorporated, 301 Pine Street, San Francisco, California 94104; and the
Philadelphia Stock Exchange Inc., Stock Exchange Building, 1900 Market Street,
Philadelphia, Pennsylvania 19103.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to Financial Services,
TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124. Telephone (216) 291-7654.
The following documents filed by the Company with the Commission (File
No. 1-2384) are hereby incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended December 31,
1994;
2. Quarterly Report on Form 10-Q for the quarter ended March
31, 1995;
3. Quarterly Report on Form 10-Q for the quarter ended June
30, 1995; and
4. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Debt Securities and Warrants shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
<PAGE> 7
THE COMPANY
GENERAL
The Company is an international company that provides advanced
technology products and services. The principal businesses of the Company and
its subsidiaries are the design, manufacture and sale of products and the
performance of systems engineering, research and technical services for
industry and the United States Government in three industry segments:
Automotive; Space & Defense; and Information Systems & Services. The Company's
principal products and services include automotive systems and components;
spacecraft; software and systems engineering support services; electronic
systems, equipment and services; and information systems and services.
The Company's Automotive segment designs, manufactures and sells a
broad range of steering, suspension, engine, safety, engineered fastening,
electrical, electronic, electromechanical and other components and systems as
original equipment for passenger cars, commercial vehicles, trucks, buses, farm
machinery and off-highway vehicles. These products include occupant safety
systems such as seat belt systems and inflatable restraint systems, manual and
power steering gears, engine valves and valve train components, suspension
components, electronic monitoring and control systems, electromechanical
assemblies, fasteners, stud welding systems and other components. The Company
also manufactures and sells, for use as aftermarket parts, a broad line of
engine and chassis parts for cars, trucks, off-highway vehicles and other
miscellaneous uses.
The Company's Space & Defense segment includes spacecraft, software
and systems engineering support services and electronic systems, equipment and
services. The Company's spacecraft activities include the design and
manufacture of spacecraft equipment, propulsion subsystems, electro-optical and
instrument systems, spacecraft payloads, high-energy lasers and laser
technology and other high-reliability components. The Company's software and
systems engineering support services are in the fields of command and control,
security for defense and nondefense applications, counterterrorism, undersea
surveillance, antisubmarine warfare and other high-technology space and defense
mission support systems, management of radioactive waste automated fingerprint
matching, upgrading of the nation's air traffic control program and other
civilian applications. The Company's electronic systems, equipment and
services include the design and manufacture of communications systems, avionics
systems (such as unmanned aerial vehicles) and other electronic technologies
for space and defense applications.
The Company's Information Systems & Services segment includes consumer
credit information services, real estate information services, direct marketing
services, imaging systems engineering and integration services and business
credit information services.
The Company was incorporated in the State of Ohio on June 17, 1916.
The principal executive offices of the Company are located at 1900 Richmond
Road, Cleveland, Ohio 44124, and the telephone number is (216) 291-7000.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement, the
Company anticipates that some or all of the net proceeds from the sale of the
Debt Securities and Warrants may be used by the Company, together with
internally generated funds and possible future borrowings, for capital
expenditures, possible future acquisitions, repayment of short-term borrowings,
future repurchases by the Company of its Common Stock, increased working
capital requirements and other corporate purposes.
<PAGE> 8
RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
The following table shows the ratio of earnings to fixed charges of
the Company and its subsidiaries. For purposes of this ratio, "earnings"
consist of earnings before income taxes adjusted for minority interests in
earnings of consolidated subsidiaries, plus fixed charges, less undistributed
earnings of affiliates less than fifty percent of which are owned by the
Company. "Fixed charges" consist of interest on borrowed funds, amortization
of debt discount and expense and one-third of rental expense which is
representative of the interest factor.
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEARS ENDED DECEMBER 31,
---------------- ------------------------
JUNE 30, 1995 1994 1993 1992 1991 1990
---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges 5.8x 4.2x 2.8x 2.4x 0.4x(1) 2.2x
<FN>
______________
(1) The 1991 loss before income taxes of $129.4 million includes a charge of $343 million to cover costs associated with
restructuring activities. Excluding this charge, the ratio of earnings to fixed charges would have been 1.7x.
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
indenture dated as of May 1, 1986, as supplemented (the "Indenture"), between
the Company and The Chase Manhattan Bank (National Association), as successor
trustee (the "Trustee") to Mellon Bank, N.A. The following summaries of
certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture.
GENERAL
The Indenture does not limit the amount of Debt Securities which can
be issued and provides that Debt Securities may be issued up to the aggregate
principal amount which may be authorized from time to time by the Company.
Reference is made to the Prospectus Supplement for the following terms of the
Offered Debt Securities: (i) the title, aggregate principal amount and
authorized denominations of the Offered Debt Securities; (ii) the percentage of
the principal amount at which such Offered Debt Securities will be issued;
(iii) the date on which the Offered Debt Securities will mature; (iv) the rate
per annum (which may be fixed or floating), if any, at which the Offered Debt
Securities will bear interest or the method of determining such rate; (v) the
times at which any such interest will be payable and the record dates with
respect thereto; (vi) any sinking fund or redemption terms; (vii) any right of
the holders to require the Company to repurchase the Offered Debt Securities;
(viii) the currency or currencies in which the purchase price for, the
principal of and any premium and any interest on the Offered Debt Securities
may be payable; (ix) if the currency in which the purchase price for, the
principal of and any premium and any interest on the Offered Debt Securities
may be payable is at the purchaser's election, the manner in which such an
election may be made; (x) any securities exchange on which the Offered Debt
Securities will be listed; (xi) whether the Debt Securities are to be issued in
the form of one or more global securities representing such Debt Securities
(each, a "Global Security") and, if so, the identity of a depository (the
"Depository") for such Global Securities; and (xii) any other specific terms.
In the case of Offered Debt Securities which are registered, principal, any
premium, and any interest on the Offered Debt Securities may be paid at the
option of the Company by check mailed to the address of the person entitled
thereto as it appears in the register for the Offered Debt Securities.
Interest payments will be subject to applicable withholding taxes.
The Debt Securities will be unsecured and will rank on a parity with
all other unsecured and unsubordinated indebtedness of the Company.
No service charge will be made for any transfer or exchange of the
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith
(Section 3.05 of the Indenture).
Debt Securities of a series may be issuable in the form of one or more
Global Securities, which will be denominated in an amount equal to the
aggregate principal amount of such Debt Securities. See "Global Securities"
below.
<PAGE> 9
The Debt Securities may be issued as discounted Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below the stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the Prospectus Supplement relating thereto.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be deposited with, or on
behalf of, the Depository identified in the Prospectus Supplement relating to
such series. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive form, a Global Security may not be transferred except
as a whole by or to the Depository for such Global Security or its successor,
or any nominee of such Depository or successor Depository. (Section 2.04 of
the Indenture.)
The specific terms of the depository arrangement with respect to any
series of Debt Securities and the rights of and limitations on owners of
beneficial interests in Global Securities representing Debt Securities will be
described in the Prospectus Supplement relating to such Debt Securities.
LIMITATION ON LIENS
The Indenture provides that, so long as any of the Debt Securities
remain outstanding, the Company will not, nor will it permit any Domestic
Subsidiary (as defined) to, create or assume any mortgage, security interest,
pledge or lien ("mortgage") upon any Principal Property (as defined) or upon
any shares of capital stock or indebtedness of any Domestic Subsidiary if such
mortgage secures or is intended to secure, directly or indirectly, the payment
of any indebtedness for money borrowed evidenced by notes, bonds, debentures or
other similar evidences of indebtedness without providing that the Debt
Securities shall be secured equally and ratably by such mortgage. This
restriction does not apply to (i) mortgages on any Principal Property existing
at the time of the acquisition thereof or securing the purchase price thereof
or securing the cost of construction of or improvement on a Principal Property
that are created or assumed contemporaneously with, or within 120 days after,
such acquisition or completion of such construction or improvement; (ii)
mortgages on property of a corporation existing at the time such corporation
becomes a Domestic Subsidiary or is merged or consolidated with the Company or
a Domestic Subsidiary or existing at the time of a sale, lease or other
disposition of the properties of such corporation (or a division thereof) or
other Person (as defined) as an entirety or substantially as an entirety to the
Company or a Domestic Subsidiary; (iii) mortgages securing indebtedness of the
Company or a Domestic Subsidiary to the Company or a Wholly Owned Domestic
Subsidiary (as defined); (iv) mortgages in favor of the United States or any
State or Territory or Possession thereof, or any foreign country, or any
department, agency, instrumentality or political subdivision of any of such
domestic or foreign jurisdictions, to secure partial, progress, advance or
other payments pursuant to any contract or statute or to secure any debt
incurred for the purpose of financing all or part of the purchase price or the
cost of constructing the property subject to such mortgages; and (v) mortgages
representing the extension, renewal or replacement (or successive extensions,
renewals or replacements) of mortgages referred to in the foregoing clauses (i)
through (iv) (Section 5.05 of the Indenture). "Principal Property" is defined
in the Indenture as each manufacturing plant, engineering facility or research
facility owned or leased by the Company or a Domestic Subsidiary other than any
such plant or facility or portion thereof which the Directors reasonably
determine not to be of material importance to the Company and its Subsidiaries
(as defined) taken as a whole (Section 1.01 of the Indenture). See also
"Exempted Indebtedness".
LIMITATION ON SALE AND LEASEBACK
Sale and leaseback transactions by the Company or any Domestic
Subsidiary (except for transactions involving temporary leases for a term of
three years or less and except for transactions among themselves) involving any
Principal Property are prohibited unless the sale is for an amount at least
equal to its fair value and either (a) the Company or such Domestic Subsidiary
would be entitled, pursuant to clauses (i) through (v) of the foregoing
Limitation on Liens covenant, to create Debt (as defined) secured by a mortgage
on the Principal Property to be leased in an amount equal to the Attributable
Debt (as defined) with respect to such transaction without equally and ratably
securing the Debt Securities, or (b) the Company, within 120 days, applies an
amount equal to the net proceeds of the sale to the redemption of the Debt
Securities or other Consolidated Funded Debt (as defined) of the Company
ranking prior to or on a parity with the Debt Securities (or, in lieu of such
redemption, delivers Debt Securities to the Trustee for cancellation) (Section
5.06 of the Indenture). "Attributable Debt" is defined in the Indenture to
mean, as to any particular lease under which any Person (as defined) is liable,
the lesser of (x) the fair value of the property subject to such lease (as
determined by the Directors of the Company) or (y) the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof, discounted from the respective due dates thereof to such date at the
actual interest factor included in such rent. The net amount of rent required
<PAGE> 10
to be paid under any such lease for any such period shall be the aggregate
amount of the rent payable by the lessee with respect to such period after
excluding amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges. In the case of
any lease which is terminable by the lessee upon the payment of a penalty, such
net amount shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated (Section 1.01 of the Indenture). See also
"Exempted Indebtedness".
EXEMPTED INDEBTEDNESS
Notwithstanding the limitations on mortgages and sale and leaseback
transactions outlined above, the Company or any Domestic Subsidiary is
permitted to create or assume mortgages or to enter into sale and leaseback
transactions, provided that at the time of such event, and after giving effect
thereto, the sum of (i) outstanding indebtedness incurred after the date of the
Indenture and secured by a mortgage (other than certain permitted mortgages)
plus (ii) the Attributable Debt (as defined) in respect of sale and leaseback
transactions entered into after the date of the Indenture (other than certain
permitted sale and leaseback transactions) will not exceed 15% of the
Consolidated Net Tangible Assets (as defined) of the Company (Sections 1.01,
5.05(b) and 5.06(b) of the Indenture).
Other than the restrictions on liens and sale and leaseback
transactions described above, the Indenture and the Debt Securities do not
contain any covenants or other provisions designed to afford holders of the
Debt Securities protection in the event of a highly leveraged transaction
involving the Company.
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series
of Debt Securities as being any one of the following events, unless it is
inapplicable, and such other events as may be established for the Debt
Securities of a particular series: (a) failure of the Company for 60 days in
any payment of interest on any Debt Securities of such series; (b) failure of
the Company to pay principal or premium, if any, when due with respect to any
Debt Securities of such series; (c) failure of the Company for 10 days in the
satisfaction of any sinking fund obligation with respect to any Debt Securities
of such series; (d) failure of the Company for 75 days after appropriate notice
to perform any other covenant or agreement in the Indenture applicable to such
series; or (e) certain events of bankruptcy, insolvency or reorganization. No
Event of Default with respect to a particular series of Debt Securities issued
under the Indenture necessarily constitutes an Event of Default with respect to
any other series of Debt Securities issued thereunder. In case an Event of
Default shall occur and be continuing with respect to any series of Debt
Securities, the Trustee or the holders of not less than 25% in aggregate
principal amount of the Debt Securities of such series then outstanding may
declare the principal of such series (or a portion of the principal amount in
the case of certain discounted Debt Securities) to be due and payable (Section
7.01 of the Indenture). Any Event of Default with respect to a particular
series of Debt Securities, except in each case a failure with respect to such
Debt Security to pay principal, premium, if any, or interest, if any, or any
sinking fund installment, if any, may be waived by the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of such series
(Section 7.06 of the Indenture).
The Indenture requires the Company to file annually with the Trustee
an Officers' Certificate (as defined) as to the existence of defaults in
performance of certain covenants in the Indenture (Section 5.08 of the
Indenture). The Indenture provides that the Trustee may withhold notice to the
holders of the Debt Securities of a particular series of any default (except in
payment of principal, premium, if any, or interest, if any, or in the making of
any sinking fund payment, if any) with respect to such series of Debt
Securities if the Trustee determines in good faith that the withholding of
notice is in the interest of the holders of such Debt Securities (Section 7.07
of the Indenture).
The holders of a majority in aggregate principal amount of all
outstanding Debt Securities will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee (Section 7.06 of the Indenture). The Indenture
provides that in case an Event of Default shall occur (which shall not have
been cured or waived), the Trustee will be required to exercise such of its
rights and powers under the Indenture and to use the degree of care and skill
in their exercise that a prudent man would exercise or use in the conduct of
his own affairs (Section 8.01 of the Indenture). Subject to the provisions of
Section 8.01, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the holders of
the Debt Securities, unless they shall have offered to the Trustee reasonable
security or indemnity (Section 8.02 of the Indenture).
<PAGE> 11
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
The Indenture provides that the Company may consolidate with, or sell
or convey all or substantially all of its assets to, or merge into, any other
entity, if (i) the corporation formed by such consolidation or into which the
Company is merged, or the entity which acquired all or substantially all of the
Company's assets shall be organized and existing under the laws of the United
States of America or any state thereof and the resulting entity expressly
assumes the due and punctual payment of the principal of (and premium, if any)
and interest on the Debt Securities according to their tenor and the due and
punctual performance and observance of all of the covenants and conditions of
the Indenture to be performed, observed or satisfied by the Company and (ii)
immediately after such merger or consolidation, or such sale or conveyance, no
Event of Default shall have occurred or be continuing and such successor entity
shall not immediately thereafter have outstanding any secured indebtedness not
permitted by Section 5.05 of the Indenture unless such entity secures the Debt
Securities in accordance with Section 12.03 of the Indenture (Section 12.01 of
the Indenture).
DEFEASANCE
The Indenture provides that the Company, at its option, either (a)
will be discharged from any and all obligations with respect to any series of
Debt Securities (except for certain obligations to register the transfer or
exchange of the Debt Securities, replace stolen, lost or mutilated Debt
Securities, maintain paying agencies and hold moneys for payment in trust) or
(b) need not comply with certain restrictive covenants of the Indenture (as
described under "Limitation on Liens" and "Limitation on Sale and Leaseback")
with respect to any series of Debt Securities, upon the deposit with the
Trustee (or, in the case of a discharge of obligations, 91 days after such
deposit), in trust, of money or the equivalent in securities of the government
that issued the currency in which the Debt Securities are denominated or
government agencies backed by the full faith and credit of such government, or
a combination thereof, which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money in an
amount sufficient to pay all the principal (including any mandatory sinking
fund payments) of, and interest on, and any repurchase obligations with respect
to, such series of Debt Securities on the dates such payments are due in
accordance with the terms of the Debt Securities. To exercise any such option,
no Event of Default, or event which with notice or lapse of time would become
an Event of Default, with respect to such series of Debt Securities shall have
occurred and be continuing. The Company is required to deliver to the Trustee
an opinion of counsel to the effect that the deposit and related defeasance
would not cause the holders of the Debt Securities to recognize income, gain or
loss for United States federal income tax purposes and, in the case of a
discharge of obligations, accompanied by a ruling to such effect received from
or published by the Internal Revenue Service (Section 13.02 of the Indenture).
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of
the Company and the rights of the holders of the Debt Securities may be
modified by the Company with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the outstanding Debt Securities of
each series to be affected; but, without the consent of the holders of all
outstanding Debt Securities affected thereby, no such modifications may be made
which would among other things (i) change the maturity of any Debt Security or
reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of interest thereon, or change the method of
computing the amount of principal thereof on any date or (ii) reduce the
above-stated percentage of Debt Securities, the consent of the holders of which
is required to modify or alter the Indenture. A supplemental indenture which
changes or eliminates any covenant or other provision of the Indenture which
has expressly been included solely for the benefit of one or more particular
series of Debt Securities, or which modifies the rights of the holders of Debt
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under the Indenture of the holders of
Debt Securities of any other series (Section 11.02 of the Indenture).
CONCERNING THE TRUSTEE
The Trustee acts as trustee under other indentures and trust
agreements to which the Company is a party under which approximately
$589,030,000 aggregate principal amount of debentures and notes were
outstanding as of June 30, 1995. The Trustee is also a depository for funds of
the Company and performs other services and provides credit facilities for the
Company and its subsidiaries in the ordinary course of business.
<PAGE> 12
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities.
Warrants may be issued independently or together with any Debt Securities
offered by any Prospectus Supplement and may be attached to or separate from
such Debt Securities. The Warrants are to be issued under Warrant Agreements
to be entered into between the Company and a bank or trust company, as Warrant
Agent (the "Warrant Agent"), all as set forth in a Prospectus Supplement
relating to the particular issue of Warrants. The Warrant Agent will act
solely as an agent of the Company in connection with warrant certificates
evidencing the Warrants (the "Warrant Certificates") and will not assume any
obligation or relationship of agency or trust for or with any holders of
Warrant Certificates or beneficial owners of Warrants. Copies of the forms of
Warrant Agreements, including the forms of Warrant Certificates representing
the Warrants, are filed as an exhibit incorporated by reference to the
Registration Statement to which this Prospectus pertains. The following
summaries of certain provisions of the form of Warrant Agreements and Warrant
Certificates do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the Warrant
Agreements and the Warrant Certificates.
GENERAL
If Warrants are offered, the Prospectus Supplement will describe the
terms of the Offered Warrants, including the following: (i) the offering price;
(ii) the currency in which the purchase price for Offered Warrants may be
payable; (iii) the designation, aggregate principal amount, currency and terms
of the Debt Securities purchasable upon exercise of the Offered Warrants; (iv)
if applicable, the designation and terms of the Debt Securities with which the
Offered Warrants are issued and the number of Offered Warrants issued with each
such Debt Security; (v) if applicable, the date on and after which the Offered
Warrants and the related Debt Securities will be separately transferable; (vi)
the principal amount of Debt Securities purchasable upon exercise of one
Offered Warrant and the price and currency at which such principal amount of
Debt Securities may be purchased upon such exercise; (vii) the date on which
the right to exercise the Offered Warrants shall commence and the date (the
"Expiration Date") on which such right shall expire; (viii) federal income tax
consequences; (ix) whether the Offered Warrants represented by the Warrant
Certificates will be issued in registered or bearer form; and (x) any other
terms of the Offered Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement.
Prior to the exercise of their Warrants, holders of Warrants will not have any
of the rights of holders of the Debt Securities purchasable upon such exercise,
including the right to receive payments of principal of and any premium and any
interest on the Debt Securities purchasable upon such exercise or to enforce
covenants in the Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount
of Debt Securities at such exercise price as shall in each case be set forth
in, or calculable from, the Prospectus Supplement relating to the Warrants.
Warrants may be exercised at any time up to 5:00 P.M. New York City time on
the Expiration Date set forth in the Prospectus Supplement relating to such
Warrants. After the close of business on the Expiration Date (or such later
date to which such Expiration Date may be extended by the Company), unexercised
Warrants will become void.
Warrants may be exercised by delivery to the Warrant Agent of payment
as provided in the Prospectus Supplement of the amount required to purchase the
Debt Securities purchasable upon such exercise together with certain
information set forth on the reverse side of the Warrant Certificate. Warrants
will be deemed to have been exercised upon receipt of the exercise price by the
Warrant Agent, subject to the receipt of the Warrant Certificate evidencing
such Warrants within five business days of the date of exercise. Upon receipt
of such payment and the Warrant Certificate properly completed and duly
executed at the corporate trust office of the Warrant Agent or any other office
indicated in the Prospectus Supplement prior to the close of business on the
Expiration Date, the Company will, as soon as practicable, issue and deliver
pursuant to the Indenture the Debt Securities purchasable upon such exercise.
If fewer than all of the Warrants represented by such Warrant Certificate are
exercised, a new Warrant Certificate will be issued for the remaining amount of
Warrants.
<PAGE> 13
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities and Warrants being offered
hereby in any one or more, or in any combination, of the following ways: (i)
directly to purchasers; (ii) through agents; (iii) to dealers; or (iv) to
underwriters. Agents or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933.
Offers to purchase Debt Securities and Warrants may be solicited
directly by the Company or by agents designated by the Company. Any such agent
will be named, and any commissions payable by the Company to such agent (or the
method by which such commissions can be determined) will be set forth, in the
Prospectus Supplement.
If underwriters or dealers are used in the sale, the Offered
Securities will be acquired by the underwriters or dealers for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price, which may
be changed, or at varying prices determined at the time of sale. The Offered
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more of
such firms. Unless otherwise indicated in the Prospectus Supplement, the
obligations of the underwriters to purchase such Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all of such Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Agents, dealers and underwriters may be entitled under agreements with
them to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act of 1933, or to contribution to payments
which may be required to be made in respect thereof. Agents, dealers or
underwriters may engage in transactions with or perform services for the
Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by institutions to
purchase Debt Securities and Warrants from the Company at the offering price
set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Institutions with whom Contracts, when authorized, may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to the approval of the Company.
Contracts will be subject to those conditions set forth in the Prospectus
Supplement. A commission indicated in the Prospectus Supplement will be paid
to underwriters and agents soliciting purchases of Debt Securities and Warrants
pursuant to Contracts accepted by the Company. The underwriters and persons
soliciting such Contracts will have no responsibility for the validity or
performance of any Contracts.
The place and time of delivery for the Offered Securities will be set
forth in the Prospectus Supplement.
LEGAL OPINIONS
The legality of the Debt Securities and Warrants to be offered hereby
will be passed upon for the Company by Martin A. Coyle, Esq., 1900 Richmond
Road, Cleveland, Ohio 44124 and for any underwriters or dealers by Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.
Mr. Coyle is Executive Vice President, General Counsel and Secretary of the
Company and is also a shareholder of the Company.
EXPERTS
The consolidated financial statements of TRW Inc. incorporated by
reference in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $77,425
Rating Agencies' Fees 140,000
Blue Sky Fees and Expenses (including legal fees and
disbursements) 10,500
Printing and Engraving 14,000
Legal Fees and Expenses 35,000
Auditors' Fees and Expenses 15,000
Miscellaneous Expenses 8,075
-----
Total $300,000*
<FN>
* The foregoing expenses, other than the Securities and Exchange Commission Registration Fee, are estimates.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code and Article IV of the
Company's Regulations provide for indemnification of the registrant's Directors
and officers in a variety of circumstances, which may include liabilities under
the Securities Act of 1933. The Company maintains insurance indemnifying
Directors and officers in certain cases and with certain deductible
limitations. Reference is also made to Section 7 of the Underwriting Agreement
and Sections 8 and 9 of the Distribution Agreement incorporated herein by
reference as exhibits to the Registration Statement for provisions regarding
indemnification of the Company, officers, Directors and controlling persons
against certain liabilities.
ITEM 16. EXHIBITS
The "Exhibit Index" on page II-4 is hereby incorporated by reference.
ITEM 17. UNDERTAKINGS
A. Undertaking Pursuant to Rule 415.
The Company 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 (the "Act").
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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.
<PAGE> 15
Provided, however, that paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
C. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 15 above, or otherwise, the
Company 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 Company
of expenses incurred or paid by a Director, officer or controlling person of
the Company 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 Company 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.
<PAGE> 16
SIGNATURES
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-3 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 10TH DAY OF
AUGUST, 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 DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
J. T. Gorman* Chairman of the Board, Director
and Principal Executive Officer August 10, 1995
P. S. Hellman* President, Chief Operating August 10, 1995
Officer and Director
R. D. Sugar* Executive Vice President and August 10, 1995
Chief Financial Officer
C. G. Miller* Vice President and Controller August 10, 1995
M. H. Armacost* Director August 10, 1995
R. B. Cheney* Director August 10, 1995
M. Feldstein* Director August 10, 1995
R. M. Gates* Director August 10, 1995
C. H. Hahn* Director August 10, 1995
G. H. Heilmeier* Director August 10, 1995
K. N. Horn* Director August 10, 1995
E. B. Jones* Director August 10, 1995
W. S. Kiser* Director August 10, 1995
J. T. Lynn* Director August 10, 1995
L. M. Martin* Director August 10, 1995
J. D. Ong* Director August 10, 1995
R. W. Pogue* Director August 10, 1995
</TABLE>
<PAGE> 17
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 powers of attorney executed by
each of such officers and Directors and filed with the Securities and Exchange
Commission as an exhibit to this Registration Statement.
*By: /s/ Martin A. Coyle August 10, 1995
Martin A. Coyle, Attorney-in-Fact
<PAGE> 18
<TABLE>
FORM S-3 REGISTRATION STATEMENT
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
1 (a) Form of Underwriting Agreement (filed as Exhibit 1 to TRW Inc.'s Registration Statement
No. 33-5753, dated May 16, 1986 and incorporated herein by this reference)
4 (a) Form of Indenture between TRW Inc. and The Chase Manhattan Bank (National Association),
as successor trustee to Mellon Bank, N.A. (filed as Exhibit 4(a) to TRW Inc.'s Registration
Statement No. 33-5753, dated May 16, 1986 and incorporated herein by this reference)
4 (b) Form of Supplemental Indenture, amending Indenture between TRW Inc. and The Chase Manhattan
Bank (National Association), as successor trustee to Mellon Bank, N.A. (filed as Exhibit 4(b)
to TRW Inc.'s Registration Statement No. 33-30350, dated August 4, 1989 and incorporated herein
by this reference)
4 (c) Form of Warrant Agreement for Warrants attached to Debt Securities including Form of Warrant
Certificate (filed as Exhibit 4(b)(1) to TRW Inc.'s Registration Statement No. 33-5753, dated
May 16, 1986 and incorporated herein by this reference)
4 (d) Form of Warrant Agreement for Warrants not attached to Debt Securities including Form of Warrant
Certificate (filed as Exhibit 4(b)(2) to TRW Inc.'s Registration Statement No. 33-5753, dated
May 16, 1986 and incorporated herein by this reference)
4 (e) Form of Debenture (filed as Exhibit 4(d) to TRW Inc.'s Registration Statement No. 33-5753, dated
May 16, 1986 and incorporated herein by this reference)
5 Opinion of M. A. Coyle as to the Validity of the Debt Securities and Warrants
12 Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 28 to TRW Inc.'s Form 10-Q
report for the quarterly period ended June 30, 1995 and incorporated herein by this reference)
23(a) Consent of Ernst & Young LLP
23(b) The consent of M. A. Coyle is contained in his opinion filed as Exhibit 5 to this Registration
Statement
24 Powers of Attorney for certain Directors and officers of TRW Inc.
25 Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan Bank (National
Association) to act as Trustee under the Indenture
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 5
[TRW Letterhead]
August 9, 1995
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
I am General Counsel of TRW Inc. (the "Company") and have acted in that
capacity in connection with the proposed issuance by the Company of up to
$224,530,000 aggregate principal amount of debt securities ("Debt Securities")
and warrants to purchase Debt Securities ("Warrants") in a public offering
being registered under the Securities Act of 1933 in a Registration Statement
on Form S-3 (the "Registration Statement"). The Debt Securities and Warrants
will be offered and sold pursuant to Rule 415 under the Securities Act of 1933
from time to time on terms to be determined at the time of sale.
In my capacity as General Counsel, I am familiar with the proceedings,
corporate and other, relating to the authorization and issuance of the Debt
Securities and Warrants. I have examined, or caused to be examined, such
statutes, instruments relating to the Company, corporate records of the
Company, agreements and other instruments and documents, and I have made or
caused to be made such investigation of law, as I have deemed appropriate as a
basis for the opinion expressed below.
Based upon the foregoing, I am of the opinion that when the Debt Securities and
Warrants are sold and delivered as contemplated in the Registration Statement,
they will be duly and validly authorized and issued, and will be valid and
binding obligations of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the caption "Legal
Opinions" in the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/ Martin A. Coyle
Martin A. Coyle
General Counsel
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our Firm under the caption "Experts" in
the Registration Statement Form S-3 and related Prospectus of TRW Inc. for the
registration of $224,530,000 of Medium Term Notes, Series C, and to the
incorporation by reference therein 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
August 9, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Directors and Certain Officers of
TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc., an Ohio
corporation (the "Corporation"), which anticipates filing with the Securities
and Exchange Commission, Washington, D.C. (the "Commission"), under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement for the purpose of registering under the Securities Act
debt securities and warrants of the Corporation, in an aggregate principal
amount which, together with that portion of the debt obligations authorized by
resolutions adopted by the Directors of the Corporation on April 24, 1991 that
has not been offered, issued or sold at the time of such registration, shall
not exceed an aggregate principal amount of U.S.$500 million (or the equivalent
thereof in foreign currencies or any combination thereof), hereby constitute
and appoint M. A. Coyle, J. C. Diggs, J. Powers, K. A. Weigand 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, to prepare or cause to be prepared, to execute, file and
register such Registration Statement and any and all supplements, amendments
(including post-effective amendments) and exhibits thereto and any and all
applications and other documents to be filed with the Commission or elsewhere
pertaining to the registration of such debt securities and warrants, including,
without limitation, any reports to be filed under the Securities Exchange Act
of 1934, as amended, with full power and authority to do and perform any and
all acts and things and execute any and all documents and instruments which
such attorneys may deem necessary and appropriate in connection with the
registration.
EXECUTED the dates set forth below.
<TABLE>
<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, Chief Operating Executive Vice President
Chief Executive Officer Officer and Director and Chief Financial Officer
and Director July 26, 1995 July 26, 1995
July 26, 1995
/s/ C. G. Miller /s/ M. H. Armacost /s/ R. B. Cheney
------------------------- --------------------------- ----------------------------
C. G. Miller, Vice President M. H. Armacost, Director R. B. Cheney, Director
and Controller July 26, 1995 July 26, 1995
July 26, 1995
/s/ M. Feldstein /s/ R. M. Gates /s/ C. H. Hahn
------------------------- --------------------------- ----------------------------
M. Feldstein, Director R. M. Gates, Director C. H. Hahn, Director
July 26, 1995 July 26, 1995 July 26, 1995
/s/ G. H. Heilmeier /s/ K. N. Horn /s/ E. B. Jones
------------------------- --------------------------- ----------------------------
G. H. Heilmeier, Director K. N. Horn, Director E. B. Jones, Director
July 26, 1995 July 26, 1995 July 26, 1995
/s/ W. S. Kiser /s/ J. T. Lynn /s/ L. M. Martin
------------------------- --------------------------- ----------------------------
W. S. Kiser, Director J. T. Lynn, Director L. M. Martin, Director
July 26, 1995 July 26, 1995 July 26, 1995
/s/ J. D. Ong /s/ R. W. Pogue
------------------------- ---------------------------
J. D. Ong, Director R. W. Pogue, Director
July 26, 1995 July 26, 1995
</TABLE>
<PAGE> 1
Exhibit 25
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)___________
____________________
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
---------------
TRW INC.
(Exact name of obligor as specified in its charter)
OHIO
(State or other jurisdiction of incorporation or organization)
34-0575430
(I.R.S. Employer Identification No.)
1900 RICHMOND ROAD
CLEVELAND, OHIO
(Address of principal executive offices)
44124
(Zip Code)
---------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
________________________________________________________________________________
________________________________________________________________________________
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger
of said corporations, all of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable).
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act.
(See Exhibit T-1, (Item 12), Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
----------
*The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.
___________________
1.
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 7th day August, 1995
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Valerie Dunbar
______________________
Valerie Dunbar
Vice President
_________________
2
<PAGE> 4
EXHIBIT 7
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REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on March 31,
1995, published in response to call made by Comptroller of the Currency,
under title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
ASSETS THOUSANDS
OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 4,264,000
Interest-bearing balances 6,755,000
Held to maturity securities 1,571,000
Available-for-sale securities 4,687,000
Federal funds sold and securities purchased under agreements to resell
in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold 2,502,000
Securities purchased under agreements to resell 35,000
Loans and lease financing receivable:
Loans and leases, net of unearned income $ 52,831,000
LESS: Allowance for loan and lease losses 1,078,000
LESS: Allocated transfer risk reserve 0
------------
Loans and leases, net of unearned income, allowance, and reserve 51,753,000
Assets held in trading accounts 17,278,000
Premises and fixed assets (including capitalized leases) 1,785,000
Other real estate owned 441,000
Investments in unconsolidated subsidiaries and associated companies 46,000
Customers' liability to this bank on acceptances outstanding 1,077,000
Intangible assets 809,000
Other assets 6,346,000
------------
TOTAL ASSETS $ 99,349,000
============
LIABILITIES
Deposits:
In domestic offices $ 28,080,000
Noninterest-bearing $ 10,224,000
Interest-bearing 17,856,000
------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs 35,906,000
Noninterest-bearing $ 2,695,000
Interest-bearing 33,211,000
------------
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased 2,086,000
Securities sold under agreements to repurchase 158,000
Demand notes issued to the U.S. Treasury 194,000
Trading liabilities 13,545,000
Other borrowed money:
With original maturity of one year or less 2,122,000
With original maturity of more than one year 429,000
Mortgage indebtedness and obligations under capitalized leases 40,000
Bank's liability on acceptances executed and outstanding 1,081,000
Subordinated notes and debentures 2,360,000
Other liabilities 6,300,000
-------------
TOTAL LIABILITIES 92,301,000
-------------
Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 917,000
Surplus 4,666,000
Undivided profits and capital reserves 1,552,000
Net unrealized holding gains (losses) on available-for-sale securities (98,000)
Cumulative foreign currency translation adjustments 11,000
-----------
TOTAL EQUITY CAPITAL 7,048,000
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $ 99,349,000
============
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle
