<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
TRW INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TRW INC.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF TRW]
NOTICE OF
1995 ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY
STATEMENT
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
<PAGE>
TRW INC.
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------------------------------------------
The annual meeting of shareholders of TRW Inc. (the "Company") will be held
at the Company's principal executive offices located at 1900 Richmond Road,
Lyndhurst, Ohio, on Wednesday, April 26, 1995, at 8:30 a.m., to consider and
act upon:
(1) the election of four Directors for terms ending in 1998;
(2) the ratification of the Directors' appointment of Ernst & Young LLP
as the Company's independent auditors for the year ending December
31, 1995;
(3) if properly brought before the meeting, the shareholder proposal
appearing on pages 9, 10 and 11 of the accompanying proxy statement;
and
(4) such other matters as properly may be brought before the meeting.
Holders of the Company's Common Stock and Serial Preference Stock II of
record at the close of business on February 10, 1995 are entitled to notice of
and to vote at the annual meeting.
Martin A. Coyle
Secretary
March 14, 1995
Your vote is important. If you do not expect to attend the annual
meeting of shareholders, or if you do plan to attend but wish to vote by
proxy, please mark, date, sign and return promptly the enclosed proxy
for which a return envelope is provided.
1
<PAGE>
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995
The Directors of the Company request the accompanying proxy from holders of
the Company's Common Stock ("TRW Common") and Serial Preference Stock II in
connection with the annual meeting of shareholders of the Company to be held at
8:30 a.m. on April 26, 1995. The distribution of proxy materials is expected to
commence on March 14, 1995.
Shares represented by properly executed proxies will be voted in accordance
with the instructions marked on the proxy. It is not anticipated that any
matters other than those set forth in the Notice of Annual Meeting of
Shareholders will be brought before the meeting for action. It is intended that
shares represented by properly executed proxies, in the absence of instructions
to the contrary, will be voted for the election of the nominees named in this
proxy statement, for the ratification of the appointment of Ernst & Young LLP
as the Company's independent auditors and against the shareholder proposal
appearing on pages 9, 10 and 11 of this proxy statement. In connection with the
computation of votes on Issues 2 and 3, abstentions and broker non-votes, if
any, will not be counted as voting. The accompanying proxy also provides that
the persons authorized by the proxy may, in the absence of instructions to the
contrary, vote or act in accordance with their judgment on any other matter
presented for action at the meeting.
1. ELECTION OF DIRECTORS
At the annual meeting of shareholders, four Directors are to be elected for
terms ending in 1998. M. H. Armacost, C. H. Hahn, G. H. Heilmeier and R. W.
Pogue, all of whom are currently serving as Directors, have been nominated for
election at this annual meeting. Pursuant to the retirement policy for
Directors, C. H. Hahn will reach retirement age at the time of the annual
meeting in 1997. As was previously announced, E. D. Dunford retired as an
officer and a Director of the Company in December 1994. C. T. Duncan, who is
currently a Director of the Company, will retire as of the date of this annual
meeting. Since the last annual meeting, R. M. Gates and P. S. Hellman have been
elected Directors of the Company. Their biographical sketches are set forth on
the following pages, along with those of the other continuing Directors. After
the election of four Directors at this annual meeting, the Company will have 12
Directors.
As a result of action taken by the Directors pursuant to the Company's
Regulations, if any Director retires, resigns, dies or otherwise is unable to
serve, the number of Directors of the Company will thereupon be fixed at the
number of remaining Directors, provided that the number of Directors cannot
thereby be fixed at fewer than 12. Any vacancy may be filled by majority vote
of the Directors remaining in office. If for any reason the number of Directors
to be elected at this annual meeting should be reduced, or any nominee for
election at this annual meeting should be unable to serve, shares represented
by properly executed proxies, in the absence of instructions to the contrary,
will be voted for the election of the nominees who remain able to serve and for
such other person or persons, if any, who are nominated by the Directors. In no
event, however, will the proxies be voted for more than four nominees. The four
nominees receiving the greatest number of votes shall be elected.
2
<PAGE>
Set forth below is certain biographical information regarding the four
nominees for election and the other continuing Directors of the Company with
unexpired terms of office.
(1) MICHAEL H. ARMACOST, age 57, is a distinguished
fellow and visiting professor at the Asia/Pacific
Research Center of Stanford University. Mr.
Armacost was U.S. Ambassador to Japan from 1989 to
1993, Under Secretary of State for Political
Affairs from 1984 to 1989 and U.S. Ambassador to
the Philippines from 1982 to 1984. He was first
elected a Director of the Company in 1993, and his
current term expires at this annual meeting. Mr.
Armacost also is a director of Applied Materials,
Inc. and an international consultant for Goldman,
Sachs & Co. He serves on the boards of Aspen
Institute, Asia Foundation, Carleton College and
Panasonic Educational Foundation.
MARTIN FELDSTEIN, age 55, has been Professor of
Economics at Harvard University from 1967 to the
present. Dr. Feldstein also is President of the
National Bureau of Economic Research, a position he
held from 1977 to 1982 and from July 1984 until the
present. He was elected a Director of the Company
in 1981, resigned his position upon joining the
government in August 1982 and was again elected a
Director of the Company in July 1984. His current
term expires in 1996. Dr. Feldstein also is a
director of American International Group, Inc. and
J. P. Morgan & Co. Incorporated.
ROBERT M. GATES, age 51, is a consultant, author
and lecturer. From 1991 to 1993, he served as
Director of Central Intelligence for the United
States. Prior to that, he served as Assistant to
the President of the United States and Deputy
National Security Advisor from 1989 to 1991, Deputy
Director of Central Intelligence from 1986 to 1989,
Acting Director of Central Intelligence from 1986
to 1987 and Deputy Director for Intelligence from
1982 to 1986. He was elected a Director of the
Company in 1994, and his current term expires in
1996. Dr. Gates also is a director of The Charles
Stark Draper Laboratory, Inc., NACCO Industries,
Inc. and Varity Corporation, a consultant to
Goldman, Sachs & Co. and senior advisor to The
Mitchell Group.
--------
(1) Nominee for election at the annual meeting on April 26, 1995.
3
<PAGE>
JOSEPH T. GORMAN, age 57, has been Chairman of the
Board and Chief Executive Officer of the Company
since December 1988. Mr. Gorman also served as
President of the Company from January 1985 to April
1991 and as Chief Operating Officer of the Company
from January 1985 to November 1988. He was first
elected a Director of the Company in 1984, and his
current term expires in 1997. Mr. Gorman also is a
director of Aluminum Company of America and The
Procter & Gamble Company.
(1) CARL H. HAHN, age 68, served as Chairman of the
Board of Volkswagen AG from 1981 until his
retirement at the end of 1992. He was first elected
a Director of the Company in 1993, and his current
term expires at this annual meeting. Dr. Hahn is
Chairman of the Board of Directors of Saurer Ltd.,
and a director of The British Petroleum Company
p.l.c. and PACCAR Inc. He also serves as a member
of the supervisory boards of a number of major
European companies, including Volkswagen AG,
Thyssen AG and Commerzbank. In addition, Dr. Hahn
is honorary chairman of the supervisory boards of
Audi AG, SEAT and Skoda and a member of the foreign
trade advisory committee of the German Federal
Economics Ministry.
(1) GEORGE H. HEILMEIER, age 58, has served as
President and Chief Executive Officer of Bell
Communications Research Inc. since 1991. He was
first elected a Director of the Company in 1992,
and his current term expires at this annual
meeting. Dr. Heilmeier was Senior Vice President
and Chief Technical Officer of Texas Instruments
Inc. from 1983 to 1991. He also is a director of
Automatic Data Processing, Inc. and Compaq Computer
Corporation and a trustee of The MITRE Corporation.
Dr. Heilmeier is a member of the National Academy
of Engineering and the Defense Science Board, a
fellow of the Institute of Electrical and
Electronic Engineers, a member of the visiting
committee at Massachusetts Institute of Technology
and a member of the Board of Overseers of the
University of Pennsylvania School of Engineering &
Applied Science.
--------
(1) Nominee for election at the annual meeting on April 26, 1995.
4
<PAGE>
PETER S. HELLMAN, age 45, has been President and
Chief Operating Officer of the Company since
January 1995. He was Executive Vice President and
Assistant President of the Company from 1994 to
1995. Prior to that, he served as Executive Vice
President and Chief Financial Officer of the
Company from 1991 to 1994 and Vice President and
Treasurer of the Company from 1989 to 1991. Prior
to joining the Company, Mr. Hellman was General
Manager, Crude Oil Supply and Trading for BP
America from 1987 to 1989. He was first elected a
Director of the Company effective January 1, 1995,
and his current term expires in 1997. He also is a
director of Arkwright Mutual Insurance Company.
KAREN N. HORN, age 51, has served as Chairman and
Chief Executive Officer of Bank One, Cleveland,
N.A. since 1987. She was first elected a Director
of the Company in 1990, and her current term
expires in 1997. Mrs. Horn was President of the
Federal Reserve Bank of Cleveland from 1982 to
1987. She also is a director of The British
Petroleum Company p.l.c., Rubbermaid Incorporated
and Eli Lilly and Company.
E. BRADLEY JONES, age 67, the former Chairman and
Chief Executive Officer of Republic Steel
Corporation and LTV Steel Company, was first
elected a Director of the Company in 1982, and his
current term expires in 1996. Mr. Jones also is a
trustee of First Union Real Estate Equity and
Mortgage Investments and Fidelity Funds and a
director of Birmingham Steel Corporation,
Cleveland-Cliffs Inc., Consolidated Rail
Corporation, NACCO Industries, Inc. and RPM, Inc.
WILLIAM S. KISER, age 67, is Vice Chairman and
Chief Medical Officer of Primary Health Systems,
L.P. He served as medical director of American
Health Care Management, Inc. from 1992 to 1994 and
as Chairman of the Board of Governors and Chief
Executive Officer of The Cleveland Clinic
Foundation from 1977 until his retirement at the
end of 1989. He was first elected a Director of the
Company in 1985, and his current term expires in
1997. Dr. Kiser also is a fellow of the American
College of Surgeons and the American College of
Physician Executives, a diplomate of the American
Board of Urology and a trustee and an officer of
the American Foundation of Urologic Diseases.
5
<PAGE>
JAMES T. LYNN, age 67, has been senior advisor to
Lazard Freres & Co., investment bankers, since
November 1992. He served as Chairman of the Board
and Chief Executive Officer of Aetna Life and
Casualty Company from 1984 until his retirement in
1992. He was first elected a Director of the Company
in 1993, and his current term expires in 1996. Mr.
Lynn also is a director of Pfizer Inc.
(1) RICHARD W. POGUE, age 66, has served as senior
advisor to Dix & Eaton, a public relations firm,
since 1994. He was senior partner at the law firm
of Jones, Day, Reavis & Pogue from 1993 to 1994 and
managing partner of that firm from 1984 to 1992. He
was first elected a Director of the Company in
1994, and his current term expires at this annual
meeting. Mr. Pogue also is a director of
Continental Airlines, Inc., Derlan Industries
Limited, M. A. Hanna Company, KeyCorp, OHM
Corporation and Redland PLC.
DIRECTOR COMMITTEES AND MEETINGS
The Company has six committees of the Directors.
The Audit Committee (currently consisting of Directors Jones, Chairman,
Armacost, Duncan, Gates and Horn) meets with management, internal auditors and
independent auditors in connection with the Committee's review of matters
relating to the Company's financial statements, its internal audit program, its
system of internal accounting controls and the services of the independent
auditors. The Committee meets with the internal auditors as well as the
independent auditors, without management present, to discuss appropriate
matters. The Audit Committee also recommends to the Directors the appointment
of the independent auditors. This Committee met three times during 1994.
The Compensation and Stock Option Committee (currently consisting of
Directors Kiser, Chairman, Feldstein, Hahn and Horn) exercises the authority of
the committee of Directors provided for in the Company's compensation plans. In
addition, the Committee determines the compensation of the Company's executive
officers, approves any compensation arrangements with a Director who is not
employed by the Company, other than for services as a Director, and approves
any compensation or benefit plans that are not generally applicable to salaried
employees and that involve employee Directors and executive officers. This
Committee met three times during 1994.
The Executive Committee (currently consisting of Directors Gorman, Chairman,
Hellman, Jones and Kiser, with Mrs. Horn serving as an alternate member) meets
during the intervals between meetings of the Directors to consider matters that
may require action prior to the next Directors' meeting or to comply with or
permit certification of certain recurring technical or legal requirements. The
Executive Committee has all the authority of the Directors, other than the
authority to fill vacancies among the Directors or in any committee of the
Directors. This Committee met twice during 1994.
The Nominating Committee (currently consisting of Directors Horn, Chairman,
Hahn, Heilmeier, Jones, Lynn and Pogue) recommends to the Directors nominees
for election as Directors of the Company and establishes the criteria for
selection as a nominee and evaluates all candidates. The Nominating Committee
considers all candidates submitted by interested persons, including Directors
and shareholders of the Company, in connection with its recommendation of a
slate of candidates for inclusion in the Company's proxy statement. This
Committee met twice during 1994. The name of any suggested candidate for
Director,
--------
(1) Nominee for election at the annual meeting on April 26, 1995.
6
<PAGE>
together with a brief biographical sketch, should be sent to the attention of
the Secretary of the Company. A document indicating the candidate's willingness
to serve, if elected, should also accompany the suggestion.
The Public Policy Committee (currently consisting of Directors Duncan,
Chairman, Gates, Hahn, Heilmeier and Pogue) reviews and makes recommendations
on various Company policies and programs concerning the Company's relationships
with employees, customers, shareholders, governments at all levels, local
communities and the general public. This Committee met twice during 1994.
The Retirement Funding Committee (currently consisting of Directors
Feldstein, Chairman, Armacost, Kiser and Lynn) reviews the activities of the
Company with respect to the funding policies for, and the administration and
operation of, the Company's various funded domestic and foreign employee
benefit plans and the performance of investment managers and trustees appointed
for the plans. This Committee met once during 1994.
The Directors of the Company met five times during 1994. Each incumbent
Director attended 75 percent or more of the aggregate number of meetings of
Directors and meetings of committees on which he or she served.
OWNERSHIP OF SHARES
The table below sets forth the amount of the Company's outstanding equity
securities beneficially owned on March 1, 1995 by (i) the Directors, including
the nominees for election at the annual meeting; (ii) the Chief Executive
Officer and the other five highest-paid executive officers; and (iii) all
Directors and executive officers as a group. Except as otherwise indicated,
sole voting power and sole investment power with respect to the shares of TRW
Common shown in the table are held either by the individual alone or by the
individual and his or her spouse.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF TRW COMMON(/1/) OF TRW COMMON(/1/)
------------------ ------------------
<S> <C> <C> <C>
M. H. Armacost............ 700 P. S. Hellman.............. 82,244
M. A. Coyle............... 108,568 K. N. Horn................. 900
C. T. Duncan.............. 1,100 J. A. Janitz............... 20,969
E. D. Dunford............. 166,780 E. B. Jones................ 1,500
M. Feldstein.............. 900 W. S. Kiser................ 2,000
R. M. Gates............... 200 J. T. Lynn................. 800
J. T. Gorman.............. 387,728(/2/) C. O. Macey................ 86,995
C. H. Hahn................ 950 R. W. Pogue................ 2,300
G. H. Heilmeier........... 1,200 All Directors and executive
officers as a group........ 1,465,132
</TABLE>
--------
(1) Included as beneficially owned in the above table are shares that may be
acquired within 60 days of March 1, 1995 upon exercise of stock options
granted by the Company as follows: M. A. Coyle -- 91,522 shares; E. D.
Dunford -- 152,716 shares; J. T. Gorman -- 328,285 shares; P. S. Hellman --
64,666 shares; J. A. Janitz-- 18,500 shares; C. O. Macey -- 67,333 shares;
and all Directors and executive officers as a group -- 1,212,435 shares.
Participants in The TRW Employee Stock Ownership and Stock Savings Plan,
and other similar nonqualified plans, may also be considered to be the
beneficial owners of shares of TRW Common that are not included in the
above table. On December 31, 1994, these plans held shares for the accounts
of Directors and the named executive officers as follows: M. A. Coyle --
419 shares; E. D. Dunford -- 1,735 shares; J. T. Gorman -- 3,959 shares; P.
S. Hellman -- 554 shares; J. A. Janitz -- 445 shares; C. O. Macey -- 1,452
shares; and all Directors and executive officers as a group -- 26,784
shares. On March 1, 1995, none of the individuals named in the above table
beneficially owned more than one percent of TRW Common outstanding. On that
date, all Directors and executive officers as a group beneficially owned
approximately 2.2 percent of TRW Common outstanding.
(2) This number does not include 750 shares of TRW Common, of which J. T.
Gorman disclaims beneficial ownership, held by an immediate family member.
7
<PAGE>
RELATIONSHIPS AND TRANSACTIONS
Director Compensation. All non-employee Directors receive a retainer fee at
the rate of $25,000 per year. The Directors who serve as chairmen of the Audit
and Compensation and Stock Option Committees receive an additional annual
retainer fee of $5,000. Any Director who also serves as chairman of any other
committee receives an additional annual retainer fee of $3,000. Non-employee
Directors also receive a fee of $1,050 for each meeting of the Directors and
each meeting of a committee of the Directors attended. No more than two meeting
fees are paid for meetings attended on any one day. Non-employee Directors are
also reimbursed for expenses incurred in connection with attendance at Director
and committee meetings. In addition, pursuant to the TRW Inc. Stock Plan for
Non-Employee Directors adopted on July 24, 1991, on August 1 of each year, each
non-employee Director receives, as part of his or her compensation, a grant of
200 shares of TRW Common. During 1994, such grant was made to each of the
eligible non-employee Directors at a per share value on the date of grant of
$69.875. An officer of the Company who also serves as a Director does not
receive any additional compensation for serving as Director or a member or
chairman of a committee.
A deferred compensation plan for Directors who are not employees of the
Company permits these Directors to defer payment of all or any part of their
cash retainer and meeting fees until the Director ceases to serve as a
Director, the Director reaches an age when Social Security earnings limits no
longer apply, or for a specified period of time of at least two years. The plan
permits any participating Director to elect whether his or her account will be
credited with investment earnings based on the performance of the Equity Fund
or the Insured Return Fund of The TRW Employee Stock Ownership and Stock
Savings Plan.
The Company maintains a pension plan for Directors who are not employees of
the Company. The plan, which is a nonqualified, unfunded arrangement, provides
an annuity equal to 100 percent of the Director's most recent annual retainer
fee, payable to a Director who has reached age 70, has retired as a Director
since January 1, 1988 and is not a current or former Company employee. The
annuity is payable for the shorter of the lifetime of the retired Director or
the length of his or her service as a Director.
Richard W. Pogue, a Director, was senior partner at the law firm of Jones,
Day, Reavis & Pogue, Cleveland, Ohio until July 1, 1994. The Company has in the
past retained, and currently continues to retain, Jones, Day, Reavis & Pogue as
legal counsel on a variety of matters.
In the past, the Company has retained Lazard Freres & Co., of which James T.
Lynn is senior advisor, to provide investment banking services. The Company may
engage Lazard Freres & Co. in the future to provide similar services.
Section 16(a) Compliance. Section 16(a) of the Securities Exchange Act of
1934 and the rules promulgated under it require that certain officers,
Directors and beneficial owners of the Company's equity securities ("insiders")
file various reports with the Securities and Exchange Commission. The Company
has procedures in place to assist insiders in preparing and filing Section 16
reports timely. The Company is not aware that any of its insiders has failed to
file timely the required reports under Section 16(a) with respect to 1994.
LITIGATION
A proposed settlement has been reached in two shareholder derivative actions
initiated in 1991 on behalf of the Company in the Court of Common Pleas,
Cuyahoga County, Ohio, against the Company, as a nominal defendant, the
Company's current Directors (other than M. H. Armacost, R. M. Gates, C. H.
Hahn, G. H. Heilmeier, P. S. Hellman, J. T. Lynn and R. W. Pogue) and certain
former Directors, D. V. Skilling, Executive Vice President and General Manager,
Information Systems & Services, and two other employees. The two complaints,
which were filed on July 12, 1991 and July 30, 1991, respectively, are
virtually identical and allege that the individual defendants acted with
negligence, gross negligence, recklessness and in breach of their fiduciary
duties by failing to manage properly the Company's Information Systems &
Services business. The proposed settlement, which was presented to the
Company's shareholders in early November 1994 and considered by the Court on
December 15, 1994, included the adoption of certain therapeutic
8
<PAGE>
measures involving the oversight of the Company's consumer credit reporting
business. In addition, the Company sought approval of its intention to
indemnify the individual defendants for their litigation expenses. No
shareholders appeared at the hearing to oppose the proposed settlement. In
addition, counsel for the plaintiffs applied to the Court for an award of
attorneys' fees and costs not to exceed $565,000. The defendants opposed the
plaintiffs' application. As of March 7, 1995, the Court had not yet ruled on
the matter.
On February 15, 1994, the Company terminated its license agreement with
Talley Industries, Inc. ("Talley") and filed a legal proceeding in the United
States District Court for the District of Arizona against Talley and certain
subsidiaries of Talley seeking, among other things, declaratory judgment that
the Company's termination of the license agreement was in accordance with its
terms. On May 19, 1994, the Court granted Talley's motion for an injunction
requiring the Company to continue to make quarterly royalty payments pursuant
to the 1987 asset purchase agreement and ancillary agreements, pending trial of
the Company's claims. The Court has tentatively set an April 5, 1995 trial date
for the Company's claims and some of Talley's counterclaims. Bank One,
Columbus, National Association, serves as indenture trustee for Talley's $115
million 10 3/4% Senior Notes due 2003, which are secured in part by the license
agreement. K. N. Horn, a Director of the Company, serves as Chairman and Chief
Executive Officer of Bank One, Cleveland, N.A., which is an affiliate of Bank
One, Columbus, National Association.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the firm of Ernst & Young
LLP, which served as the Company's independent auditors for the fiscal year
ended December 31, 1994, has been appointed by the Directors, subject to
shareholder ratification, to continue in such capacity for the current fiscal
year ending December 31, 1995. The firm historically has served as the
Company's independent auditors and is considered to be highly qualified.
Representatives of Ernst & Young LLP are expected to be present at the annual
meeting with the opportunity to make a statement and to be available to respond
to questions.
THE DIRECTORS RECOMMEND A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 1995.
3. SHAREHOLDER PROPOSAL REGARDING REPORT TO SHAREHOLDERS
ON RESEARCH AND DEVELOPMENT OF SPACE WEAPONS
The Company has been informed that three shareholders intend to submit the
proposal set forth below for adoption at the annual meeting. The names and
addresses and number of shares held by the shareholders submitting such
proposal will be furnished to any person upon request.
"WHEREAS Star Wars is far from dead despite its name change from
"Strategic Defense Initiative' to "Ballistic Missile Defense (BMD).'
WHEREAS we believe, it is an ironic twist to the end of the Cold War
that the U.S. has accelerated plans to deploy strategic defenses
against intercontinental ballistic missiles. These plans undermine
international law and threaten satellite communication and verification
systems which make possible arms control agreements.
WHEREAS the US and Russia, as well as other countries, are struggling
for arms control agreements. Because no country has an effective anti-
satellite weapons system (ASAT), a bilateral ban on ASAT testing could
succeed.
WHEREAS TRW continues to invest corporate resources to seek new
business opportunities in space and defense.
WHEREAS in 1993 TRW ranked 18 among the top 100 Department of Defense
(DOD) contractors with contracts in excess of $1.1 billion and 4 among
the ten largest "Star Wars' contractors with contracts in excess of
$155.5 million;
9
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THEREFORE BE IT RESOLVED the shareholders request the Board of
Directors to provide a comprehensive report describing our Company's
involvement in the nuclear defense system, formerly the space-based
Star Wars or Strategic Defense Initiative, and now called Ballistic
Missile Defense. The report should be available to shareholders on
request within six months of the 1995 annual meeting, may omit
proprietary and classified information and be prepared at reasonable
cost."
The shareholders have submitted the following supporting statement:
"As investors, we are concerned about company dependence upon
Department of Defense contracts and hope a written report would
describe the following aspects:
--current value of outstanding contracts to develop components for the
Ballistic Missile Defense Organization;
--amount of TRW's own money (versus DOD funding) spent on in-house
research and development (R&D) for the BMD program. Since the current
mission has a more traditional ground-based orientation, is it likely
that TRW will designate more of its own R&D money for the program?
--TRW's efforts to diversify into non-DOD contracts in this segment of
its aerospace and defense division;
--how annual threats to cut federal funding for the components of these
programs affect our company e.g. employment and how our company
counters these threats e.g. lobbying, industry associations' public
relations efforts;
--the moral and financial reasons for bidding on DOD contracts.
As religiously-affiliated sponsors of this resolution, we question
the judgment of the special-interest groups who lobby Congress to make
weapons a higher priority than meeting human needs. We believe further
expenditures for development of space-based nuclear defense systems,
the ballistic missile system, are immoral and indefensible. We urge
release of information about the extent to which our company is
involved in the research, production and promotion of weapons for the
Ballistic Missile Defense Organization."
THE DIRECTORS BELIEVE THAT THIS PROPOSAL IS CONTRARY TO THE BEST INTERESTS OF
THE COMPANY AND RECOMMEND A VOTE AGAINST THE ADOPTION OF PROPOSAL 3 FOR THE
FOLLOWING REASONS:
This proposal is substantially the same as a proposal, raised by certain of
the same proponents, that was defeated by TRW shareholders in 1993 and 1994. As
was the case with the prior proposals, the Directors believe that this proposal
is political and ideological in nature, and it appears to the Directors that
the purpose of the proposal is to cause the Company to engage in second-
guessing the United States Government on the advisability of military projects.
The Directors believe that neither the proxy statement nor the annual meeting
is the appropriate forum for this debate. Debate on such matters belongs, and
is appropriately carried on, in the Administration, Congress, the press, and in
other public forums of our society. Once the United States Government has
determined that a military project is appropriate, it is the Directors' view
that it is both proper and in the best interests of the Company to participate
in such project.
The space and defense work in which the Company engages provides jobs for our
employees and profits for our shareholders and helps to keep both the Company
and the United States in the forefront of efforts peacefully to develop
opportunities in space. Further, technological developments resulting from the
Company's space and defense work benefit the Company's core automotive business
and have many other non-defense uses. Extensive information concerning all
parts of the Company's business, including its space and defense business, is
available to shareholders in the 1994 Annual Report to Shareholders and in the
1994 Annual Report on Form 10-K.
10
<PAGE>
VOTE REQUIRED
Approval of the foregoing shareholder proposal will require the affirmative
vote of holders of a majority of the shares (including both TRW Common and
Serial Preference Stock II) represented and voting on this proposal at the
annual meeting. As indicated above, abstentions and broker non-votes, if any,
will not be deemed voting on this proposal.
PROXIES SOLICITED BY THE DIRECTORS WILL BE VOTED AGAINST PROPOSAL 3 UNLESS
SHAREHOLDERS SPECIFY A DIFFERENT CHOICE IN THEIR PROXIES.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE ON THE
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER AND ALL EXECUTIVE OFFICERS
The Compensation and Stock Option Committee (the "Compensation Committee") of
the Company determines the compensation of all executive officers of the
Company, including Joseph T. Gorman, Chairman of the Board and Chief Executive
Officer of the Company. Compensation decisions for all executive officers of
the Company are based on the Company's executive compensation philosophy. This
compensation philosophy has five primary principles: (i) link executive
compensation to the creation of sustainable increases in shareholders' value;
(ii) provide executive compensation rewards contingent upon organizational
performance; (iii) differentiate compensation based on individual executive
contribution; (iv) promote teamwork among executives and other Company
employees; and (v) encourage the retention of a sound management team.
To implement this philosophy, the Compensation Committee has structured
executive compensation programs with several underlying components. Certain
compensation plans are structured to focus on the long-term performance of the
Company even though such long-term steps may not have near-term positive
ramifications. Variable at-risk compensation, both annual and long-term, is a
significant percentage of total executive compensation -- the higher the
position of the executive, the greater the percentage of at-risk compensation.
Ownership of TRW Common by executives is encouraged and forms a significant
component of the total executive compensation package. In addition, the
Compensation Committee looks to competitive practices in the development of
total executive compensation packages.
Compensation of all executive officers is comprised of three primary
components -- annual salary, yearly performance bonus and stock-based incentive
programs, which include stock option grants and strategic incentive grants.
In August 1993, the Congress enacted Section 162(m) of the Internal Revenue
Code, which mandates that certain compensation in excess of $1 million paid
annually by a public company to certain executive officers is not deductible
for federal tax purposes. The Company's policy is to utilize, whenever
appropriate, legally available tax deductions, and the Compensation Committee,
when determining executive compensation programs, considers all relevant
factors, including the tax deductions that may result from such compensation.
The Compensation Committee attempts to balance all of these relevant factors in
order to best maximize shareholder utility. However, there are circumstances
where the Directors determine that the interests of shareholders are best
served by the implementation of policies that may not maximize the tax
deductible expenses of the Company. Such is the case with the Company's above-
described compensation philosophy. Accordingly, the Company has attempted to
preserve the federal tax deductibility of compensation in excess of $1 million
a year where such effort will not adversely affect the aims of the Company's
compensation philosophy. At the 1994 annual meeting of shareholders, the
Company, therefore, sought and obtained the shareholder approval necessary to
have stock options granted pursuant to the 1994 TRW Long-Term Incentive Plan
qualify for federal tax deductibility under Section 162(m) of the Internal
Revenue Code. The Compensation Committee has decided not to make the necessary
changes to secure tax deductibility for the other components of executive
compensation discussed herein because qualifying such compensation for tax
deductibility under Section 162(m) would restrict the Compensation Committee's
ability to exercise its discretion in crafting compensation packages. The
Compensation Committee believes
11
<PAGE>
that it is in the best interests of shareholders that the Company retain its
current executive compensation philosophy and the individual compensation
components thereunder because they provide appropriate performance incentives
to executive officers, even though the Company may not be able to deduct fully
the cost of all or part of various compensation components for federal tax
purposes.
ANNUAL SALARY AND YEARLY PERFORMANCE BONUS
The Compensation Committee determines the annual salary and yearly target
performance bonus percentage of each executive officer. The annual salary and
the yearly target performance bonus percentage reflect the level of duties and
responsibilities of the executive officer, the executive officer's experience
and prior performance and industry practices. Salaries are reviewed annually by
the Compensation Committee and are increased only when warranted by the
financial performance of the Company in both absolute and relative terms,
executive performance and/or competitive practices.
The yearly performance bonus, normally stated as a percentage of annual
salary, is generally paid in February with respect to the preceding year. The
size of the performance bonus is based upon the following factors, all of which
are relative to the target performance level established for the executive
officer: (i) the executive officer's performance against individual goals; (ii)
the performance of the executive officer's unit within the Company against that
unit's goals; and (iii) the performance of the Company against Company goals.
The threshold, target and maximum performance levels for each such goal are
established in the discretion of the Compensation Committee.
Goals vary from year to year and from unit to unit and, with regard to
executive officers, usually include both qualitative and quantitative factors.
The quantitative goals evaluated by the Compensation Committee in fixing the
actual 1994 bonuses were based on specific profit targets, return-on-assets-
employed targets and cash flow targets, in each case applicable to the Company
and, where appropriate, the executive's unit. The qualitative goals for 1994
bonuses were based on business infrastructure and core capabilities (which
include asset management, cost reduction, Total Quality Management performance,
technology management and employee satisfaction), strategic positioning and
business development, customer satisfaction and intra-company collaboration.
The relative importance of these qualitative and quantitative goals may vary
from executive officer to executive officer. In addition, an individual
executive officer may have an individual goal (that may be either qualitative
or quantitative in nature) specifically applicable to such executive officer.
At the beginning of each year, the Compensation Committee reviews the goals of
each executive officer. The Compensation Committee considers these qualitative
and quantitative goals and individual goals (a different mix of the
qualitative, quantitative and individual goals described above may apply to
different executives) with regard to a particular executive officer, and the
Compensation Committee weighs specific goals for each executive officer's
compensation. However, these specific weights provide only compensation
guidelines, and the annual bonus for the executive officer is not necessarily
the bonus that would be dictated by strict adherence to the goal weighting.
From time to time, the Compensation Committee has awarded one-time bonus
payments (pursuant to formalized compensation plans or otherwise) to certain
executive officers as a result of extraordinary circumstances, such as the
consummation of divestiture programs or the attainment of special unit goals
(e.g., extraordinary performance in reducing costs). These special bonus
payments are separate from, and in addition to, the annual performance bonuses
paid to executive officers.
STOCK-BASED INCENTIVE PROGRAMS
Stock Option Grants. In order to focus employees on the long-term performance
of the Company, the Company has long maintained stock option plans for certain
managerial and professional employees, including all executive officers. The
Compensation Committee fixes the terms and the size of the grants of stock
options to all recipients, including all executive officers. The Compensation
Committee primarily determines the guidelines for the number of shares
underlying stock options granted to an executive based upon the total amount of
long-term compensation payable to the executive officer in relation to market
12
<PAGE>
practices concerning total compensation and the mix of long-term compensation
components that the Compensation Committee believes is appropriate for such
officer. The mix of long-term compensation components awarded to an executive
officer is determined in the discretion of the Compensation Committee without
utilizing a specific formula. Specific stock option grants are based primarily
upon the Compensation Committee's evaluation of the executive officer's
anticipated contribution to the Company; the Compensation Committee also looks
to the executive officer's responsibilities, duties, performance and experience
and, secondarily, to prior grants made to such officer.
Options currently granted become exercisable at a rate of 33 1/3 percent per
year for each full year of continuous employment with the Company after the
date of grant, have an exercise price of not less than the fair market value of
TRW Common on the date of grant and generally must be exercised within 10 years
from the date of grant (unless expiring sooner because of termination of
employment).
In April 1994, the Company granted stock options to all executive officers.
The number of options granted is set forth in the Summary Compensation Table.
Since the 1994 stock option grants were intended to be annual grants,
additional stock option grants were made to executive officers (and certain
other employees) in February 1995. At such time, stock options representing
70,000 shares of TRW Common were granted to Mr. Gorman and stock options
representing a total of 195,000 shares of TRW Common were granted to all
executive officers (including Mr. Gorman and the other named executive
officers) as a group.
Restricted Stock Grants. In 1992, the Company granted shares of restricted
stock to each person who was at the time an executive officer. These restricted
stock grants were structured as four-year grants (i.e., they were intended to
be compensation for 1992, 1993, 1994 and 1995), and, consequently, no
additional awards of restricted stock have been made since 1992. The grants of
restricted stock to executive officers were designed to help align the
interests of management with those of shareholders by providing the executive
officers with an equity interest in the Company. In addition, the restricted
stock grants provided a strong incentive for qualified executive officers to
continue their employment with the Company.
The Compensation Committee currently does not intend to make future grants of
restricted stock unless the grants contain performance criteria (which must be
something other than just continuation of employment). To that end, the 1994
TRW Long-Term Incentive Plan, which was approved at the 1994 annual meeting of
shareholders, provides for the issuance of restricted stock only if there are
performance criteria to payout.
Strategic Incentive Grants. In April 1994, the Company made strategic
incentive grants ("SIGs") under the 1994 TRW Long-Term Incentive Plan to
executive officers. The SIGs consist of performance share rights pursuant to
which the grantees are entitled to receive shares of TRW Common in the event
that certain returns on assets employed are achieved for the four-year period
from 1994 through 1997. Although the SIGs extend over a four-year period, the
SIGs granted in 1994 provide for annual payouts for a percentage of the total
SIG grant based on actual performance when compared to annual return on assets
employed milestone goals. In order for an executive to receive a SIG payout,
certain levels of financial performance must be attained by the executive
officer's unit and/or the Company as a whole. Because the SIGs require
continuous and increasingly improving financial performance in successive grant
years in order for annual payments in such successive grants years to be made,
the Compensation Committee believes that SIGs promote a long-term focus on the
profitability of the Company and the executive officer's unit within the
Company. However, in accordance with the regulations of the Securities and
Exchange Commission, the SIG payouts are deemed annual payments and are
consequently disclosed under the "Bonus" column of the Summary Compensation
Table. The dollar amounts included in such "Bonus" column, therefore, are
comprised of the yearly performance bonus, described above, and the SIG payouts
(the stock component of which is valued based on the fair market value of TRW
Common on the date of payout).
As was the case with stock options, the Compensation Committee primarily
determined the guidelines for the SIGs granted to an executive officer based
upon the total amount of compensation payable to the executive officer in
relation to market practices concerning total compensation and the mix of long-
term compensation components (for these purposes, the 1994 SIGs are considered
long-term compensation) that
13
<PAGE>
the Compensation Committee believed was appropriate for such officer. The mix
of long-term compensation components awarded to an executive officer was
determined in the discretion of the Compensation Committee without utilizing a
specific formula. Specific SIG grants were based primarily upon the
Compensation Committee's evaluation of the executive officer's anticipated
contribution to the Company; in addition, the Compensation Committee reviewed
the executive officer's responsibilities, duties, performance and experience.
USE OF COMPETITIVE INFORMATION
Regularly, the Compensation Committee reviews comparable company information
in order to establish the general guidelines for executive officer
compensation. Based on such information, to the extent that it is available,
the Compensation Committee considers each executive officer's target short-term
compensation (which includes salary and target performance bonus) at the 50th
percentile of the comparable company information combined with the executive
officer's target long-term compensation at the 75th percentile of such
comparable company information. Once the Compensation Committee has formulated
such general compensation information, an individual executive compensation
package is tailored to the specific executive officer, based on his or her
responsibilities, duties, performance and experience.
Since the Company operates in several discrete industries, the comparable
company information used varies from executive to executive. The compensation
of executive officers who manage business operations is compared to
compensation information of corporations in similar industries, when it is
available. The short-term compensation of Company staff level executives and
the Chief Executive Officer and the President is compared to compensation
information from a 45 company multi-industry group, and the long-term
compensation of such executives is compared to compensation information from a
33 company multi-industry group. Each of these multi-industry groups is
compiled by an independent compensation consultant and is not limited to any
particular manufacturing business. Consequently, the corporations to which
executive officer compensation is compared are not necessarily the same as
those in the Peer Industry Group set forth in "Comparison of Five-Year
Cumulative Total Return of TRW Inc., S&P 500 Index and Peer Industry Group".
COMPENSATION OF JOSEPH T. GORMAN, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER
Joseph T. Gorman has served as Chairman of the Board and Chief Executive
Officer ("CEO") of the Company since December 1988. As is the case with the
other executive officers of the Company, the Compensation Committee looks
periodically to comparable company information (the same information as
discussed above) to establish the general guidelines for CEO compensation.
Once the Compensation Committee has reviewed comparable company information,
it determines the CEO's salary and bonus, as well as the size of his stock
option grants and SIG award, basing its determinations on its review of the
financial performance of the Company, including profit levels, Mr. Gorman's
performance as Chairman and CEO, his importance to the Company and the
implementation of the Company's strategic goals. While the Compensation
Committee reviews all of these factors, no specific weight is assigned to
particular factors (except in the case of the yearly performance bonus as
described below), and Mr. Gorman's total compensation is not established
pursuant to a fixed formula. The mix of the various short-term and long-term
compensation components is determined in the discretion of the Compensation
Committee, based on competitive factors and what the Compensation Committee
determines will best incentivize the CEO and align the interests of the CEO
with the shareholders. The Compensation Committee attempts to maintain a high
proportion of Mr. Gorman's compensation as being "at-risk" compensation.
Currently, more than 70 percent of Mr. Gorman's compensation is not firmly
fixed until after performance has been reviewed and evaluated.
In February 1994, the Compensation Committee set Mr. Gorman's salary for 1994
at $935,000, a 3.9 percent increase over his 1993 salary. The salary increase
was due in part to Mr. Gorman's attainment of the qualitative and quantitative
goals described above under "Annual Salary and Yearly Performance Bonus," in
addition to competitive factors. In addition, the increase was also influenced
by the increase in operating profit of the Company in 1993 and the role that
Mr. Gorman played in the strategic positioning of
14
<PAGE>
the Company. While the Compensation Committee reviewed all of these factors in
determining Mr. Gorman's salary, no specific weights were placed on any of the
factors, and the salary increase process was not tied to specific performance
goal attainment.
Based on competitive market information, the Compensation Committee
established Mr. Gorman's target performance bonus for 1994 at 60 percent of his
salary. In February 1995, Mr. Gorman received for 1994 a performance bonus of
$1,132,300, which is 121 percent of his 1994 salary. Mr. Gorman's 1994
performance bonus was based on the same qualitative and quantitative goals
described above in "Annual Salary and Yearly Performance Bonus." In
establishing the general guidelines for the 1994 performance bonus, the
Compensation Committee weighted those goals as follows: TRW profit goals -- 25
percent; TRW return on assets employed goals -- 20 percent; TRW cash flow goals
-- 15 percent; business infrastructure and core capabilities goals -- 15
percent; strategic positioning and business development goals -- 10 percent;
customer satisfaction goals -- 5 percent; and Company Staff functional goals --
10 percent. Mr. Gorman's overall performance and the performance with regard to
the above goals has been evaluated by the Compensation Committee to be greater
than target. In 1994, the Company experienced record revenues and profits. As
indicated above, the specific qualitative and quantitative goals provided the
Compensation Committee with general guidelines for the amount of Mr. Gorman's
bonus, and the final bonus amount was adjusted by the Compensation Committee to
reflect its subjective determination of Mr. Gorman's performance as Chairman
and CEO in 1994.
Mr. Gorman's restricted stock grant of 30,000 shares in 1992 was structured
as a four-year grant. No additional restricted stock grants have been made to
Mr. Gorman. Mr. Gorman's stock option grant of 65,000 shares in 1994 was
structured as an annual grant. As indicated above, Mr. Gorman received a grant
of stock options for 70,000 shares in February 1995. His SIG grant made in
April 1994 is structured as a four-year grant with target payout over the four
year term of 60,000 shares of TRW Common. His SIG payout with regard to 1994 is
tied by formula to the return on assets employed earned by the Company in 1994.
BY: THE TRW INC. COMPENSATION AND STOCK OPTION COMMITTEE
<TABLE>
<S> <C> <C>
William S. Kiser, Chairman Carl H. Hahn James T. Lynn (member of the Compensation and
Martin Feldstein Karen N. Horn Stock Option Committee through April 1994)
</TABLE>
15
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth all compensation paid or awarded by the
Company and its subsidiaries to the Chief Executive Officer and the other five
highest-paid executive officers in 1994.
SUMMARY COMPENSATION INFORMATION
The following Summary Compensation Table sets forth certain compensation
information for the above-referenced individuals in the fiscal years ended
December 31, 1994, 1993 and 1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- -----------------------
AWARDS
-----------------------
OTHER ALL
ANNUAL RESTRICTED SECURITIES OTHER
COMPEN- STOCK UNDERLYING COMPEN-
NAME AND SALARY BONUS (1) SATION (2) AWARD(S) (3) OPTIONS/ SATION (4)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS (#) ($)
------------------ ---- ------- --------- ---------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
J. T. Gorman, Chairman 1994 932,083 3,071,050 68,335 0 65,000 58,590
of the Board 1993 896,667 2,496,531 -- 0 0 56,633
and Chief Executive 1992 850,833 1,827,522 -- 1,342,500 0 43,493
Officer
E. D. Dunford, President 1994 592,120 2,026,100 -- 0 0 77,388
and Chief 1993 554,583 1,695,872 -- 0 0 33,331
Operating Officer (5) 1992 491,250 1,190,765 -- 895,000 0 28,182
P. S. Hellman, President 1994 429,167 1,654,438 -- 0 20,000 22,308
and Chief 1993 305,833 1,022,489 -- 0 0 16,540
Operating Officer (6) 1992 255,000 690,635 -- 402,750 0 13,380
C. O. Macey, Executive 1994 367,500 974,875 -- 0 10,000 19,043
Vice President 1993 317,083 570,074 -- 0 0 18,463
and General Manager, 1992 282,083 723,628 -- 447,500 0 15,172
Steering,
Suspension & Engine
Group
M. A. Coyle, Executive 1994 329,167 984,150 -- 0 10,000 20,601
Vice President, 1993 318,750 1,050,289 -- 0 0 18,661
General Counsel and 1992 303,750 723,635 -- 402,750 0 16,771
Secretary
J. A. Janitz, Executive 1994 319,167 967,975 -- 0 12,000 20,968
Vice President and
General Manager,
Occupant Restraint
Systems Group (7)
</TABLE>
--------
(1) The dollar amounts included in this column are comprised of (i) the yearly
performance bonus described above which is paid in February of the year
following the year to which it relates and (ii) payouts made pursuant to
the Company's strategic incentive grants (the "SIGs") under the 1994 TRW
Long-Term Incentive Plan (the "1994 Long-Term Plan") and, in the case of
payouts attributable to 1992 and 1993, the 1989 TRW Long-Term Incentive
Plan (the "1989 Long-Term Plan"). The amounts set forth in the "Bonus"
column for 1994, 1993 and 1992 include the following amounts attributable
to the yearly performance bonus and SIG payouts: J. T. Gorman (1994--
$1,132,300 {bonus} and $1,938,750 {SIG}; 1993 -- $661,000 {bonus} and
$1,835,531 {SIG}; 1992 -- $715,000 {bonus} and $1,112,522 {SIG}); E. D.
Dunford (1994 -- $733,600 {bonus} and $1,292,500 {SIG}; 1993 -- $411,000
{bonus} and $1,284,872 {SIG}; 1992 -- $412,000 {bonus} and $778,765
{SIG}); P. S. Hellman (1994 -- $523,500 {bonus} and $1,130,938 {SIG}; 1993
-- $196,500 {bonus} and $825,989 {SIG}; 1992 -- $190,000 {bonus} and
$500,635 {SIG}); C. O. Macey (1994 -- $329,800 {bonus} and $645,075 {SIG};
1993 -- $113,500 {bonus} and $456,574 {SIG}; 1992 -- $207,000 {bonus} and
$516,628 {SIG}; M. A. Coyle (1994 -- $337,900 {bonus} and $646,250 {SIG};
1993 -- $224,300 {bonus} and $825,989 {SIG}; 1992 -- $223,000 {bonus} and
$500,635 {SIG}); and J. A. Janitz (1994 -- $322,900 {bonus} and $645,075
{SIG}). The SIGs are four-year grants, pursuant to which annual payments
are made based on returns-on-assets-employed goals established at the time
of grant. Payments under the SIGs are made in shares of TRW Common or, if
performance exceeds target, a combination of shares of TRW Common and
cash, unless the Compensation Committee determines to pay the excess over
target in shares of TRW Common. Any stock portion of a SIG payout is
valued based on the fair market value of TRW Common on the date of
payment. The bonuses relating to 1993 and forward include amounts deferred
by certain of the executives pursuant to the TRW Inc. Deferred
Compensation Plan.
16
<PAGE>
(2) Perquisites and other personal benefits would be included herein only to
the extent that the aggregate perquisites and personal benefits for each
named executive officer exceed the lesser of $50,000 or 10 percent of such
named executive officer's salary and bonus. None of the items that comprise
the amount attributable to Mr. Gorman in 1994 represents 25 percent or more
of the total.
(3) The amounts set forth in this column represent restricted stock granted on
February 12, 1992, at which time the closing price of TRW Common was $44.75
per share. The number of shares of restricted stock held on December 31,
1994 and the value of such holdings on that date for each named executive
are as follows: J. T. Gorman -- 15,000 shares with a value of $990,000; E.
D. Dunford -- no shares; P. S. Hellman -- 4,500 shares with a value of
$297,000; C. O. Macey -- 5,000 shares with a value of $330,000; and M. A.
Coyle -- 4,500 shares with a value of $297,000. The closing price of TRW
Common on December 30, 1994 (the last trading day of 1994) was $66.00. The
number of shares of restricted stock granted to Messrs. Gorman, Dunford,
Hellman, Macey, and Coyle in 1992 was 30,000, 20,000, 9,000, 10,000 and
9,000, respectively. The restricted stock granted to the named executive
officers in 1992 has vested as follows: 25 percent at January 2, 1993, 25
percent at January 2, 1994 and 25 percent at January 2, 1995. The remaining
25 percent of the restricted stock granted will vest on January 2, 1996.
However, in the event of a change in control of the Company, all
restrictions will automatically lapse. In the event of death or disability
of the grantee, the restrictions that would lapse in the year of death or
disability had the grantee remained employed will automatically lapse. In
the event of the grantee's death, disability, termination or retirement,
the Compensation Committee, in its sole discretion, may cause the remaining
restrictions to lapse. Grantees are entitled to retain dividends on, and
vote, all restricted stock held prior to lapsing of restrictions. In
connection with Mr. Dunford's retirement, the Compensation Committee caused
the restrictions on 5,000 of his remaining 10,000 shares of restricted
stock (the restrictions on which would normally have lapsed on January 2,
1995) to lapse upon Mr. Dunford's retirement in December 1994. Mr. Janitz
did not receive a grant of restricted stock and therefore owned none at
December 31, 1994.
(4) Amounts disclosed in this column reflect the following Company matching
contributions on behalf of the named executives with regard to The TRW
Employee Stock Ownership and Stock Savings Plan and other nonqualified
plans: J. T. Gorman -- $47,792; E. D. Dunford -- $30,094; P. S. Hellman --
$18,770; C. O. Macey -- $14,430; M. A. Coyle -- $16,604; and J. A. Janitz
-- $16,535. This column also includes the following additional imputed life
insurance costs for each of the named executives: J. T. Gorman -- $6,030;
E. D. Dunford -- $3,582; P. S. Hellman -- $635; C. O. Macey -- $1,710; M.
A. Coyle -- $1,094; and J. A. Janitz -- $780. The Company also incurred net
excess costs ranging from $2,903 to $4,768 on behalf of each named
executive in connection with an executive health insurance plan. In
addition, this column includes a retirement gift for Mr. Dunford, which
gift had the value of $8,500, and a cash payment of $32,309 made to Mr.
Dunford as a result of his retirement on account of accrued vacation.
(5) Mr. Dunford retired as an officer and a Director of the Company in December
1994. Upon his retirement, he agreed to serve as a consultant to the
Company (see "Change in Control Agreements and Other Compensatory
Arrangements").
(6) Mr. Hellman was elected President and Chief Operating Officer of the
Company effective January 1, 1995.
(7) Mr. Janitz became an executive officer of the Company on August 1, 1994.
Therefore, compensation information for 1992 and 1993 is not presented.
17
<PAGE>
STOCK OPTION EXERCISES
The following table sets forth information concerning stock option exercises
by the Chief Executive Officer and the other five highest-paid executive
officers in 1994 and the value of in-the-money options held by such individuals
on December 31, 1994. No stock appreciation rights ("SARs") have been granted
to, or are currently held by, the named executive officers. The value of in-
the-money options (i.e., options in which the market value of TRW Common
exceeds the exercise price of the options) is based on the difference between
the exercise price of such options and the closing price of TRW Common on
December 30, 1994 (the last trading day of 1994), which was $66.00 The value
realized on exercised options is based on the difference between the exercise
price for the options and the closing price of TRW Common on the date of
exercise.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
-------------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
SHARES FY-END (#) SARS AT FY-END ($)
ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------------- ---------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
J. T. Gorman 15,000 623,400 306,619 65,000 $ 6,135,711 $ 16,250
E. D. Dunford 0 N/A 152,716 0 3,043,340 0
P. S. Hellman 0 N/A 58,000 20,000 1,283,500 5,000
C. O. Macey 10,204 288,196 64,000 10,000 1,224,470 2,500
M. A. Coyle 10,000 210,600 88,189 10,000 1,730,513 2,500
J. A. Janitz 0 N/A 14,500 12,000 314,250 3,000
</TABLE>
OPTION GRANTS IN 1994
The following table sets forth information concerning the grant of stock
options to the Chief Executive Officer and the other five highest-paid
executive officers in 1994. No stock appreciation rights have been granted to
the Chief Executive Officer and the other five highest-paid executive officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL
RATES OF STOCK APPRECIATION FOR OPTION TERM (2)
-----------------------------------------------
INDIVIDUAL GRANTS 5%($) 10%($)
-------------------------------- ---------------------- ----------------------
MARKET MARKET
(1) NUMBER PRICE PRICE
OF PERCENT OF REQUIRED REQUIRED
SECURITIES TOTAL TO TO
UNDERLYING OPTIONS/SARS EXERCISE REALIZE REALIZE
OPTIONS GRANTED TO OR BASE DOLLAR DOLLAR
GRANTED EMPLOYEES IN PRICE EXPIRATION DOLLAR GAINS GAINS DOLLAR GAINS GAINS
NAME (#) FISCAL YEAR ($/SH.) DATE ($) ($/SH.) ($) ($/SH.)
---- ---------- ------------ -------- ---------- ------------- -------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. T. Gorman 65,000 7.3 65.75 4/27/2004 2,688,400 107.11 6,812,650 170.56
E. D. Dunford 0 N/A N/A N/A N/A N/A N/A N/A
P. S. Hellman 20,000 2.2 65.75 4/27/2004 827,200 107.11 2,096,200 170.56
C. O. Macey 10,000 1.1 65.75 4/27/2004 413,600 107.11 1,048,100 170.56
M. A. Coyle 10,000 1.1 65.75 4/27/2004 413,600 107.11 1,048,100 170.56
J. A. Janitz 12,000 1.3 65.75 4/27/2004 496,320 107.11 1,257,720 170.56
All Shareholders(/3/) N/A N/A N/A N/A 2,681,251,958 107.11 6,794,536,212 170.56
</TABLE>
--------
(1) The indicated options were granted pursuant to the 1994 TRW Long-Term
Incentive Plan. The options were granted at the market price of TRW Common
on the date of grant ($65.75 per share), have 10-year terms and become
exercisable in equal annual increments over a three-year period. Such
vesting can be accelerated by the occurrence of a change in control (see
"Change in Control Agreements and Other Compensatory Arrangements"). Vested
options must be exercised within 90 days of termination of employment to
the extent that the grantee's employment is terminated prior to age 55
(other than by death or disability).
18
<PAGE>
(2) Potential Realizable Values are based on the number of shares of TRW Common
underlying the options granted multiplied by the difference between the
exercise price for the options and assumed 5% and 10% annual appreciation
over the 10-year option period. The 5% and 10% annual appreciation rates
are compounded rates, resulting in an assumed increase in stock price of
approximately 62.9% and 159.4%, respectively. These annual appreciation
rates are arbitrary figures and, to the extent that the price of TRW Common
does not increase as set forth in these appreciation rates, actual dollar
gains will be less than set forth in this table. Actual annualized
compounded appreciation for TRW Common from December 31, 1984 to December
31, 1994 was approximately 6.2% per year.
(3) This line item represents the gains that all shareholders will achieve
(exclusive of dividends paid) if the price of TRW Common increases over a
10-year period at compounded rates of 5% and 10% per year, when the price
of TRW Common would be $107.11 per share and $170.56 per share,
respectively. The number of shares is based on the outstanding shares of
TRW Common at February 10, 1995, 64,827,175. The total market value of all
outstanding TRW Common at February 10, 1995 was $4,165,145,994.
PENSION PLAN INFORMATION
The Company maintains pension plans for most of its domestic employees. All
executive officers are currently covered by the Company's salaried pension
plans. The pension plans would provide the estimated retirement benefits set
forth in the table below, expressed as annual amounts payable in a single-life
annuity based upon the employee's retirement at or after age 60. Retirement
benefits are reduced after the retiree reaches age 62 to reflect certain Social
Security benefits paid by the Company on behalf of its employees. Participants
in the salaried pension plan who have satisfied the age and service
requirements may elect, as an alternative to the single-life annuity, joint and
survivor, 10-year certain or lump sum forms of payment.
ESTIMATED RETIREMENT BENEFITS
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
COMPENSATION -------------------------------------------------------------------------
RATE 15 20 25 30 35
------------ -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000 $ 105,000
400,000 90,000 120,000 150,000 180,000 210,000
600,000 135,000 180,000 225,000 270,000 315,000
800,000 180,000 240,000 300,000 360,000 420,000
1,000,000 225,000 300,000 375,000 450,000 525,000
1,200,000 270,000 360,000 450,000 540,000 630,000
1,400,000 315,000 420,000 525,000 630,000 735,000
1,600,000 360,000 480,000 600,000 720,000 840,000
1,800,000 405,000 540,000 675,000 810,000 945,000
2,000,000 450,000 600,000 750,000 900,000 1,050,000
</TABLE>
Retirement benefits under the Company's salaried pension plan are calculated
using the participant's average monthly compensation during the five
consecutive years that would yield the highest such average. Compensation for
pension purposes is based on the participant's salary (the first column of the
Summary Compensation Table) and performance-related bonus (the second column of
the Summary Compensation Table less the portion of such column attributable to
payouts under strategic incentive grants) actually paid during a given year.
The years of service completed by the Chief Executive Officer and each of the
other five named executives are as follows: J. T. Gorman (age 57) -- 27 years
of service; E. D. Dunford (age 59) -- 30 years of service; P. S. Hellman (age
45) -- 6 years of service; C. O. Macey (age 57) -- 23 years of service; M. A.
Coyle (age 53) -- 22 years of service; and J. A. Janitz (age 52) -- 5 years of
service.
For years after 1988 through 1993, compensation for purposes of qualified
pension plans is limited to a maximum of $200,000 per year (increased by annual
cost-of-living adjustments). For years after 1993, compensation for the
purposes of qualified pension plans is limited to a maximum of $150,000 per
year
19
<PAGE>
(increased only when the cumulative annual cost-of-living adjustments warrant
another $10,000 incremental increase). To the extent the benefits set forth
above exceed the limitations applicable to the tax-qualified salaried pension
plan by virtue of the federal tax laws, benefits will be paid to such
employees, including all executive officers, pursuant to nonqualified,
supplemental plans.
CHANGE IN CONTROL AGREEMENTS AND OTHER COMPENSATORY ARRANGEMENTS
The Company has entered into agreements with each of its current executive
officers, including each currently employed person named in the Summary
Compensation Table, and certain other key employees. These agreements are
designed generally to assure continued management in the event of a change in
control of the Company and are operative only if such a change in control
occurs. The agreements are intended to continue compensation and benefits
comparable to those in effect prior to any change in control.
The agreements provide that, following a change in control, the officer will
be employed by the Company for a period (the "Employment Period") of three
years (subject to automatic annual renewal for additional one-year periods
unless notice of termination is given). The officer will be entitled to receive
an annual base salary and to continue participation in employee benefit plans
during the Employment Period at levels not less than those in effect prior to
the change in control. The incentive portion of the officer's compensation will
equal the highest cash bonus paid to the officer for any of three calendar
years preceding the change in control. If the officer's employment were to be
terminated by the Company during the Employment Period for reasons other than
disability or cause, or by the officer for reasons set forth in the agreement
relating to changed circumstances, the officer would be entitled to receive (i)
a severance payment equal to the discounted net present value of the salary and
incentive pay that the officer would have received for the remainder of the
Employment Period or one year, whichever is longer, with the officer's salary
calculated at the highest level in effect during the Employment Period or
immediately prior to the change in control and the officer's incentive pay
calculated on the basis of the highest incentive pay that the officer received
during the three calendar years preceding the change in control or during the
Employment Period and (ii) employee benefits that the officer would have
received for the remainder of the Employment Period or one year, whichever is
longer, calculated at the highest level in effect during the Employment Period
or immediately prior to the change in control (subject to reduction for
comparable employee welfare benefits received in subsequent employment). If any
payments (including payments under the agreement) to the officer were
determined to be "excess parachute payments" under the Internal Revenue Code,
the officer would be entitled to receive an additional payment (net of income
taxes) to compensate the officer for excise tax imposed by the Internal Revenue
Code on such payments. The agreements also provide that the Company would
reimburse the officer for costs of enforcement.
For purposes of the agreements, as well as the Company's restricted stock and
stock option grants, a change in control is defined as a change occurring (a)
by virtue of certain mergers or consolidations into or sale or transfer of
assets by the Company to another corporation or (b) by virtue of a change in
the majority of the Directors of the Company during any two-year period unless
the election of each new Director was approved by a two-thirds vote of the
Directors in office at the beginning of such period or (c) through the
acquisition of shares representing 20 percent or more of the voting power of
the Company or (d) through any other change in control reported in any filing
with the Securities and Exchange Commission; provided, however, that no change
in control is deemed to have occurred by the acquisition of shares, or any
report of such acquisition, by the Company, a subsidiary of the Company or a
Company-sponsored employee benefit plan.
In December 1994, the Company entered into a consulting agreement with E. D.
Dunford, upon his retirement as President and Chief Operating Officer of the
Company and as a Director of the Company. The consulting agreement, which has a
term of two years, will pay Mr. Dunford $150,000 a year, for which Mr. Dunford
has agreed to devote up to 15% of his time to tasks provided to him by the
Company.
20
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF TRW INC., S&P 500 INDEX AND PEER INDUSTRY GROUP
The chart below compares the five-year cumulative total return on TRW Common
with that of the S&P 500 Index and a peer industry group. This graph assumes
$100 was invested on December 31, 1989 in each of TRW Common, the S&P 500 Index
and a peer group index. The peer industry group is composed of an automotive
segment and a space and defense segment, reflecting the Company's primary
sources of revenue. The automotive segment is represented by the average of two
published indices, the Dow Jones Transportation Equipment Index and the Dow
Jones Auto Parts and Equipment (excluding Tire and Rubber) Index. The space and
defense segment is represented by the Dow Jones Aerospace and Defense Index.
The two segments are weighted according to the relative annual revenues of the
Company's automotive and space and defense segments. Cumulative total return
assumes reinvestment of dividends.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG TRW, PEER GROUP AND S&P 500 INDEX
<CAPTION>
Measurement period
(Fiscal year Covered) TRW PEER GROUP S&P 500
--------------------- -------- ---------- -------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $100 $100 $100
FYE 12/31/90 $ 80 $ 92 $ 97
FYE 12/31/91 $ 93 $118 $126
FYE 12/31/92 $132 $140 $136
FYE 12/31/93 $163 $181 $150
FYE 12/31/94 $160 $173 $152
</TABLE>
GENERAL
SOLICITATION OF PROXIES
The enclosed proxy is being solicited by the Directors of the Company, and
the entire cost of the solicitation will be paid by the Company.
In addition to the solicitation of proxies by use of the mails, the Company
has retained Georgeson & Co. of New York City to aid in the solicitation of
proxies. The anticipated cost of their services is approximately $12,000 plus
disbursements. Solicitations may be made by personal interview, mail, telephone
and telegram, and it is anticipated that such solicitations will consist
primarily of requests to brokerage
21
<PAGE>
houses, custodians, nominees and fiduciaries to forward the soliciting material
to the beneficial owners of shares held of record by such persons. In addition,
certain officers and other employees of the Company may, by telephone,
telegram, letter or personal interview, request the return of proxies.
OUTSTANDING SECURITIES
Holders of TRW Common and Serial Preference Stock II of record at the close
of business on February 10, 1995 are the only shareholders entitled to notice
of, and to vote at, the meeting. At the close of business on that date, there
were issued and outstanding 64,827,175 shares of TRW Common, 57,500 shares of
Serial Preference Stock II (Series 1) and 97,185 shares of Serial Preference
Stock II (Series 3), each of which shares entitles the holder thereof to one
vote.
To the knowledge of the Company, except as set forth below, no person
beneficially owns more than five percent of any class of the Company's voting
stock. The following table presents information as of December 31, 1994 derived
from Schedules 13G filed with the Securities and Exchange Commission by persons
beneficially owning more than five percent of TRW Common:
<TABLE>
<CAPTION>
AMOUNT & NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
------------------------------------ ----------------------- --------
<S> <C> <C>
The TRW Employee Stock Ownership and Stock
Savings Plan.................................. 10,378,908(2) 15.9%
1900 Richmond Road
Cleveland, Ohio 44124
FMR Corp...................................... 3,758,563(3) 5.79%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
--------
(1) Each beneficial owner listed in the table certified in its Schedule 13G
that, to the best of its knowledge and belief, the TRW Common beneficially
owned by it was acquired in the ordinary course of business and not for the
purpose of changing or influencing control of the Company.
(2) Bankers Trust New York Corporation and its wholly-owned subsidiary, Bankers
Trust Company ("Bankers Trust"), 280 Park Avenue, New York, New York 10017,
have indicated that, as of December 31, 1994, Bankers Trust was the record
owner of 10,372,908 shares of TRW Common held by Bankers Trust as trustee
of The TRW Employee Stock Ownership and Stock Savings Plan, as to which
Bankers Trust disclaims beneficial ownership. In addition, Bankers Trust
had beneficial ownership of 1,100,405 shares of TRW Common, of which it had
sole voting power over 617,435 shares, sole dispositive power over
1,094,147 shares and shared voting and dispositive power over 6,258 shares.
(3) Of the total amount held by FMR Corp., 3,602,629 shares are beneficially
owned by Fidelity Management & Research Company ("FMRC") as a result of
FMRC's acting as investment adviser to the Fidelity Funds, which own the
stock, 155,534 shares are beneficially owned by Fidelity Management Trust
Company ("FMTC") as a result of its serving as investment manager of
institutional accounts and 400 shares are beneficially owned by Fidelity
International Limited ("FIL"), 42 Crowlane, Hamilton, Bermuda. FMRC and
FMTC are wholly-owned subsidiaries of FMR Corp. FIL is 47.22 percent owned
by a partnership controlled by the controlling group of FMR Corp. FMR Corp.
(through its control of FMTC) has sole power to vote 95,734 shares and sole
dispositive power over 155,534 shares; FMR Corp. has no voting power over
59,800 shares owned by the institutional accounts managed by FMTC. FMR
Corp. (through its control of FMRC) has sole dispositive power over an
additional 3,602,629 shares; the sole voting power over such 3,602,629
shares resides with the Boards of Trustees of the Fidelity Funds, which own
the shares. E. Bradley Jones, a TRW Director, is a trustee of Fidelity
Funds. FIL has the sole power to vote and dispose of 400 shares.
22
<PAGE>
VOTING
Shareholders of the Company may exercise cumulative voting rights for the
election of Directors if any shareholder gives notice in writing to the
President or a Vice President or the Secretary of the Company, not less than 48
hours before the time fixed for holding the meeting, that the shareholder
desires that the voting at such election shall be cumulative, and if an
announcement of the giving of such notice is made upon the convening of the
meeting by the Chairman or Secretary or by or on behalf of the shareholder
giving such notice. With cumulative voting, each shareholder has the right to
cumulate the voting power the shareholder possesses and to give one nominee as
many votes as is equal to the number of Directors to be elected multiplied by
the number of the shareholder's shares, or to distribute the shareholder's
votes on the same principle among two or more nominees, as the shareholder sees
fit. The Company does not currently anticipate that cumulative voting will be
requested at the annual meeting. Nevertheless, in the event cumulative voting
is implemented, the persons named in the proxy will vote the shares represented
by the proxy cumulatively for such of the nominees as they may determine,
unless otherwise directed by the shareholder. Of course, no votes with respect
to any proxy will be cumulated or cast for any nominee from whom the
shareholder executing the proxy has directed that such votes be withheld.
The Company's policy on confidential voting provides that no proxy, ballot or
voting tabulation that identifies the particular vote of a shareholder will be
disclosed to Directors or officers of the Company except (a) as necessary to
meet applicable legal requirements, (b) to permit inspectors of election to
certify the results of the vote or (c) in a contested proxy election. The
policy also provides for confidential treatment of shareholder comments and for
an independent inspector of elections to certify the vote and confirm the
integrity of the voting process.
SHAREHOLDER PROPOSALS
Shareholder proposals for consideration at the 1996 annual meeting of
shareholders must be submitted in writing to the Company and should be
addressed to the attention of the Secretary of the Company at the address set
forth on the cover page of this proxy statement. The proposals must be received
by the Company on or before November 15, 1995.
PROXY REVOCATION
Please mark, date, sign and return promptly the enclosed proxy whether or not
you expect to attend the meeting. A return envelope, for which the postage has
been prepaid, is enclosed for your convenience. You may, without affecting any
vote previously taken, revoke your proxy by a later proxy received by the
Company or by giving notice of revocation to the Company in writing or by
attending the meeting and withdrawing the proxy. Attendance at the meeting will
not in and of itself revoke a proxy.
OTHER MATTERS
The Directors do not know of any other matters that are to be presented for
action at the meeting. Should any other matter requiring a vote of the
shareholders properly come before the meeting, the holders of the proxies will
vote your shares with respect to such matter in accordance with their judgment.
MARTIN A. COYLE
Secretary
March 14, 1995
23
<PAGE>
[RECYCLED LOGO]
<PAGE>
[LOGO OF TRW]
TRW Inc. 1995 Proxy
This proxy is solicited by the Directors of TRW Inc. for the Annual Meeting
of Shareholders to be held on April 26, 1995.
The undersigned hereby appoints J. T. Gorman, P. S. Hellman and M. A. Coyle,
and each of them, as proxies, each with the power to appoint his substitute,
and authorizes them to vote as specified all shares that the shareholder
named on the reverse side is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at 1900 Richmond Road, Lyndhurst,
Ohio on April 26, 1995, at 8:30 a.m., including any adjournment thereof,
as fully as the undersigned could do if personally present, and in their
discretion to vote upon all other matters as properly may be brought before
such meeting.
The nominees for Director are M. H. Armacost, C. H. Hahn, G. H. Heilmeier
and R. W. Pogue or, if any of the nominees are unavailable for election,
the remaining nominees and such other persons as are nominated by the
Directors.
The shares represented by this proxy will be voted as directed by the
shareholder. In order for your shares to be voted by the proxies at the
Annual Meeting, your proxy must be COMPLETED, SIGNED, DATED and returned
to the Company before or at the Annual Meeting on April 26, 1995.
(Continued, and to be completed, signed and dated, on the other side)
<PAGE>
TRW Inc. 1995 PROXY
-----------------------------------------------------------------------------
Use an "X" in the boxes to indicate your vote. If you do not give directions
by marking the boxes, your signed proxy will be voted "FOR" the Director
nominees, "FOR" Proposal 2, "AGAINST" Proposal 3 and in the discretion of
the named proxies upon any other matter that may come before the meeting.
DIRECTORS RECOMMEND A VOTE FOR.
FOR WITHHOLD
1. Election of Directors [ ] [ ]
(see other side)
INSTRUCTION: To withhold authority to vote for any
individual nominee, print that nominee's name on the
following line:
----------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR.
FOR AGAINST ABSTAIN
2. Appointment of [ ] [ ] [ ]
Independent Auditors
DIRECTORS RECOMMEND A VOTE AGAINST THE
FOLLOWING SHAREHOLDER PROPOSAL.
FOR AGAINST ABSTAIN
3. Report to Share- [ ] [ ] [ ]
holders on Research
and Development of
Space Weapons
4. The proxies are authorized to vote in their discretion
upon any other matter that may come before the
meeting.
Signature(s) should agree with name(s) shown at left. If
signing for a corporation, partnership, estate or trust or
as agent, attorney or fiduciary, title or capacity should
be stated. If shares are held jointly, every holder should
sign.
Signature
--------------------------------------------------------
Signature
--------------------------------------------------------
Date
----------------------------------------------------1995
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE RETURN
ENVELOPE.
<PAGE>
[LOGO OF TRW]
Solicitation by the Directors of TRW Inc.
1995 Confidential Voting Instructions
To: Co-Trustees under The TRW Employee Stock Ownership
and Stock Savings Plan
c/o National City Bank, Cleveland, Ohio
I hereby direct that the voting rights pertaining to shares of stock of
TRW Inc. allocated to my account under the above-named plan shall be exercised
at the Annual Meeting of Shareholders of TRW Inc. to be held April 26, 1995,
and at any adjournment of such meeting, as designated on the other side
of this card.
The nominees for Director are M. H. Armacost, C. H. Hahn, G. H. Heilmeier
and R. W. Pogue or, if any of the nominees are unavailable for election,
the remaining nominees and such other persons as are nominated by the
Directors.
I understand that the voting rights will be exercised as directed by the
participants in the plan and that all shares for which you have not received
any instructions prior to the meeting will be voted in your discretion.
(Continued, and to be completed, signed and dated, on the other side)
<PAGE>
TRW Inc. 1995 Voting Instructions
-----------------------------------------------------------------------------
Use an "X" in the boxes to indicate your vote.
DIRECTORS RECOMMEND A VOTE FOR.
FOR WITHHOLD
1. Election of Directors [ ] [ ]
(see other side)
INSTRUCTION: To withhold authority to vote for any
individual nominee, print that nominee's name on the
following line:
----------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR.
FOR AGAINST ABSTAIN
2. Appointment of [ ] [ ] [ ]
Independent Auditors
DIRECTORS RECOMMEND A VOTE AGAINST THE
FOLLOWING SHAREHOLDER PROPOSAL.
FOR AGAINST ABSTAIN
3. Report to Share- [ ] [ ] [ ]
holders on Research
and Development of
Space Weapons
Signature should agree with name shown at left.
Signature
--------------------------------------------------------
Date
----------------------------------------------------1995
PLEASE COMPLETE, SIGN, DATE AND RETURN THESE INSTRUCTIONS IMMEDIATELY IN THE
RETURN ENVELOPE.
<PAGE>
[LOGO OF TRW]
Solicitation by the Directors of TRW Inc.
1995 Confidential Voting Instructions
To: The Royal Trust Company
Trustee under The TRW Canada Stock Savings Plan
I hereby direct that the voting rights pertaining to shares of stock of TRW
Inc. held by you, as Trustee, and allocated to my account under the above-named
plan shall be exercised at the Annual Meeting of Shareholders of TRW Inc. to be
held April 26, 1995, and at any adjournment of such meeting, as designated on
the other side of this card.
The nominees for Director are M. H. Armacost, C. H. Hahn, G. H. Heilmeier and
R. W. Pogue or, if any of the nominees are unavailable for election, the
remaining nominees and such other persons as are nominated by the Directors.
I understand that the voting rights will be exercised as directed by the
participants in the plan and that all shares for which you have not received
any instructions prior to the meeting will be voted in your discretion.
(Continued, and to be completed, signed and dated, on the other side)
<PAGE>
TRW Inc. 1995 Voting Instructions
-----------------------------------------------------------------------------
Use an "X" in the boxes to indicate your vote.
DIRECTORS RECOMMEND A VOTE FOR.
FOR WITHHOLD
1. Election of Directors [ ] [ ]
(see other side)
INSTRUCTION: To withhold authority to vote for any
individual nominee, print that nominee's name on the
following line:
----------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR.
FOR AGAINST ABSTAIN
2. Appointment of [ ] [ ] [ ]
Independent Auditors
DIRECTORS RECOMMEND A VOTE AGAINST THE
FOLLOWING SHAREHOLDER PROPOSAL.
FOR AGAINST ABSTAIN
3. Report to Share- [ ] [ ] [ ]
holders on Research
and Development of
Space Weapons
Signature should agree with name shown at left.
Signature
--------------------------------------------------------
Date
----------------------------------------------------1995
PLEASE COMPLETE, SIGN, DATE AND RETURN THESE INSTRUCTIONS IMMEDIATELY
IN THE RETURN ENVELOPE.
<PAGE>
[LOGO OF TRW]
TRW Inc. 1995 Proxy
This proxy is solicited by the Directors of TRW Inc. for the Annual Meeting
of Shareholders to be held on April 26, 1995.
The undersigned hereby appoints J. T. Gorman, P. S. Hellman and M. A. Coyle,
and each of them, as proxies, each with the power to appoint his substitute,
and authorizes them to vote as specified all shares that the shareholder
named on the reverse side is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at 1900 Richmond Road, Lyndhurst,
Ohio on April 26, 1995, at 8:30 a.m., including any adjournment thereof,
as fully as the undersigned could do if personally present, and in their
discretion to vote upon all other matters as properly may be brought before
such meeting.
The nominees for Director are M. H. Armacost, C. H. Hahn, G. H. Heilmeier
and R. W. Pogue or, if any of the nominees are unavailable for election,
the remaining nominees and such other persons as are nominated by the
Directors.
The shares represented by this proxy will be voted as directed by the
shareholder. In order for your shares to be voted by the proxies at the
Annual Meeting, your proxy must be COMPLETED, SIGNED, DATED and returned
to the Company before or at the Annual Meeting on April 26, 1995.
(Continued, and to be completed, signed and dated, on the other side)
<PAGE>
TRW Inc. 1995 PROXY
-----------------------------------------------------------------------------
Use an "X" in the boxes to indicate your vote. If you do not give directions
by marking the boxes, your signed proxy will be voted "FOR" the Director
nominees, "FOR" Proposal 2, "AGAINST" Proposal 3 and in the discretion of
the named proxies upon any other matter that may come before the meeting.
DIRECTORS RECOMMEND A VOTE FOR.
FOR WITHHOLD
1. Election of Directors [ ] [ ]
(see other side)
INSTRUCTION: To withhold authority to vote for any
individual nominee, print that nominee's name on the
following line:
----------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR.
FOR AGAINST ABSTAIN
2. Appointment of [ ] [ ] [ ]
Independent Auditors
DIRECTORS RECOMMEND A VOTE AGAINST THE
FOLLOWING SHAREHOLDER PROPOSAL.
FOR AGAINST ABSTAIN
3. Report to Share- [ ] [ ] [ ]
holders on Research
and Development of
Space Weapons
4. The proxies are authorized to vote in their discretion
upon any other matter that may come before the
meeting.
Shares of Common Stock
Shares of Serial Preference Stock II ($4.40 Series 1)
Shares of Serial Preference Stock II ($4.50 Series 3)
Signature(s) should agree with name(s) shown at left. If
signing for a corporation, partnership, estate or trust or
as agent, attorney or fiduciary, title or capacity should
be stated. If shares are held jointly, every holder should
sign.
Signature
--------------------------------------------------------
Signature
--------------------------------------------------------
Date
----------------------------------------------------1995
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE RETURN
ENVELOPE.
