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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 23, 1996
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TRW Inc.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-2384 34-0575430
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
1900 Richmond Road, Cleveland, Ohio 44124
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(216) 291-7000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On October 23, 1996, the Company's Board of Directors approved a
two-for-one split of the Company's common stock, without par value,
(the "Common Stock"). The shares of Common Stock for the stock split
will be issued as a stock dividend (the "Stock Dividend") and will
be distributed on December 9, 1996 to holders of record of the
Common Stock on November 8, 1996.
As a result of the Stock Dividend, certain adjustments will be made
pursuant to the terms and conditions of (a) the Company's Rights
Agreement, dated as of April 24, 1996, between the Company and
National City Bank, as Rights Agent, which provides purchase rights to
holders of Common Stock, and (b) the terms of the Company's Serial
Preference Stock II set forth in the Company's Amended Articles of
Incorporation.
The Company's Directors also declared a quarterly cash dividend of
$0.31 per share of Common Stock (on a post-stock dividend basis),
payable on December 15, 1996 to holders of record of Common Stock on
November 8, 1996. This represents an increase in the quarterly dividend
of thirteen percent.
Item 7. Financial Statements and Exhibits
(b) Exhibits
99 Press release issued by the Company on
October 23, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRW INC.
Date: October 23, 1996 By: /s/ Martin A. Coyle
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Martin A. Coyle
Executive Vice President, General
Counsel and Secretary
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
99 Press Release, dated October 23, 1996
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EXHIBIT 99
NEW RELEASE TRW Inc. [TRW LOGO]
1900 Richmond Road
Cleveland, OH 44124
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For Immediate Release Contact
Jay A. McCaffrey
216.291.7179
TRW BOARD SPLITS STOCK TWO-FOR-ONE;
INCREASES DIVIDEND
CLEVELAND, October 23, 1996 - The Board of Directors of TRW Inc. (NYSE: TRW)
today approved a two-for-one split of the company's common stock in the form of
a 100 percent stock dividend.
The stock dividend is payable on December 9, 1996, to shareholders of record at
the close of business on November 8, 1996, and will increase the number of
outstanding shares of common stock from 63.2 million to 126.4 million.
The board also approved a $0.31 cash dividend on the post-split shares, payable
on December 15, 1996, to shareholders of record at the close of business on
November 8, 1996. This represents a 13 percent increase in the company's
quarterly dividend or an increase from 55 cents to 62 cents per share on a
pre-split basis. It is the 233rd consecutive dividend declared on the company's
common stock. TRW has paid higher dividends per share each year since 1971.
"This dividend increase enables our shareholders to benefit from their
company's success. Today's action once again affirms the board's commitment to
improving shareholder value with dividend increases that reflect our earnings
growth," said Joseph T. Gorman, chairman and chief executive officer. "The
company has never been stronger, and the prospects for continued growth in our
core markets -- occupant safety systems, steering systems, spacecraft, systems
integration, and electronics for automotive and defense -- are excellent."
The directors also declared a regular quarterly dividend of $1.10 per share on
the Serial Preference Stock II (Series 1) and $1.125 per share on the Serial
Preference Stock II (Series 3) to shareholders of record at the close of
business on November 8, 1996.
TRW provides advance technology products and services for the automotive and
space and defense markets. The company's news releases are available through
TRW's corporate web site (http://www.trw.com/).
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