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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): February 9, 1996
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TRW Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-2384 34-0575430
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1900 Richmond Road, Cleveland, Ohio 44124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(216) 291-7000
N/A
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(Former name or former address, if change since last report)
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Item 5. Other Events.
Attached hereto as Exhibits 99(a) and 99(b), respectively, and
incorporated herein by this reference are copies of two press releases
made on February 9, 1996.
Exhibit 99(a) relates to the proposed sale of substantially all of the
businesses in the registrant's Information Systems and Services
segment. The proposed sale, which has been structured as a
recapitalization and is expected to be completed in the second half of
1996, is subject to corporate and governmental regulatory approvals
and certain significant conditions to closing, including the
implementation of certain computer systems. The sale is expected
to result in a gain to the registrant.
Exhibit 99(b) relates to the authorization by the registrant's
directors of a program to purchase up to 10,000,000 shares of the
registrant's Common Stock on the open market. The registrant expects
to purchase the shares from time to time over the next 18 months,
depending on and subject to market conditions.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
None
(b) Pro forma financial information
None
(c) Exhibits
99(a) Press release dated February 9, 1996 regarding the proposed
sale of substantially all of the business in registrant's
Information Systems and Services segment.
99(b) Press release dated February 9, 1996 regarding authorization
by the directors of a program to purchase shares of
registrant's Common Stock.
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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: February 29, 1996 By: /s/ James C. Diggs
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James C. Diggs
Assistant General Counsel
and Assistant Secretary
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
99(a) Press release dated February 9, 1996 regarding the proposed
sale of substantially all of the business in registrant's
Information Systems and Services segment.
99(b) Press release dated February 9, 1996 regarding authorization
by the directors of a program to purchase shares of
registrant's Common Stock.
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Exhibit 99(a)
TRW
NEWS COMPANY STAFF COMMUNICATIONS
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February 9, 1996
THE FOLLOWING WAS RELEASED TO THE PRESS TODAY:
TRW TO SELL ITS INFORMATION SERVICES BUSINESS
TRW Inc. today announced an agreement with a privately held
corporation capitalized by Bain Capital, Inc., and Thomas H. Lee
Company relating to the spinoff of TRW's information services
business (IS&S) in a transaction valued at over $1 billion. The
sale, which will be structured as a recapitalization, is expected
to be completed in the second half of the year.
In announcing the agreement, Joseph T. Gorman, chairman and chief
executive officer of TRW Inc., said, "In conjunction with the
recapitalization, TRW will receive cash of $1.010 billion and
retain common stock and convertible preferred stock having a face
value of $90 million. The stock holdings represent a continuing
interest of up to 16 percent of the company."
A related agreement will provide for the use of the TRW trademark
for a two-year period. The current IS&S senior management,
employees, and facilities will form the nucleus of the new
company. Additionally, TRW will hold one seat on the board of
the new company.
TRW's IS&S businesses included in the transaction provide
consumer and commercial credit information and related services,
direct marketing, and real estate information and services.
These businesses had revenues of $540.1 million in 1995.
Mr. Gorman said, "We are very pleased that Bain Capital and
Thomas H. Lee will be investing in and growing TRW's information
business to the continuing benefit of our customers, employees,
and shareholders. Over the last five years, this business has
become the information industry's showcase for responsible data
management."
The proceeds will be used to buy back company stock under a stock
repurchase plan authorized by the TRW board of directors. In
addition, TRW will continue to explore investment opportunities
in high-growth segments of the company's automotive and space and
defense businesses.
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Page 2
"This transaction," he said, "underscores our commitment to
increase the value of TRW shares by concentrating our resources
and energies on TRW's strategic automotive and space and defense
businesses. It also places the new organization in an
environment where information services is its only business. We
see this as a win-win situation, improving the competitiveness of
both organizations."
D. Van Skilling, executive vice president in charge of TRW's
information systems and services business, said, "I am very
excited about the new direction for IS&S. I am also pleased to
see TRW's continuing involvement and the new investors'
commitment to growth. I look forward to working with them and
taking the next steps to build the new enterprise."
Thomas H. Lee Company and Bain Capital, Inc., are two of the
leading private equity firms in the United States. Both are
headquartered in Boston, Mass.
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Exhibit 99(b)
TRW
NEWS COMPANY STAFF COMMUNICATIONS
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February 9, 1996
THE FOLLOWING WAS RELEASED TO THE PRESS TODAY:
TRW ANNOUNCES STOCK BUYBACK
TRW Inc. announced today that its board of directors has approved
a program to purchase 10 to 15 percent of its outstanding common
stock over the next 18 months. The stock purchase of
approximately $550 million to $850 million, based on current
market prices, reflects management's confidence in the company's
future.
This purchase will use the proceeds of the sale of the
information services portion of the company's Information Systems
& Services business. An agreement to sell this business was
announced today.
"The purchase will result in increased shareholder value and an
improved capital structure," said Joseph T. Gorman, chairman and
chief executive officer. "The purchase complements our
exploration of other strategic actions, including acquisitions in
our two remaining core businesses -- automotive and space and
defense."
Shares will be purchased in the open market or in privately
negotiated transactions.
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