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Registration No. 33-
As filed with the Securities and Exchange Commission on May 13, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRW INC.
(Exact name of registrant as specified in its charter)
OHIO 34-0575430
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
(Address of Principal Executive Offices) (Zip Code)
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DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS OF TRW INC.
(Full title of the plan)
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MARTIN A. COYLE, SECRETARY OF TRW INC.
1900 RICHMOND ROAD
CLEVELAND, OHIO 44124
(216) 291-7200
(Name and Address, Including Zip Code; and Telephone Number,
Including Area Code, of Agent for Service)
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed
Amount to be maximum Proposed maximum
Title of securities to be registered offering price aggregate offering price Amount of registration
registered per share fee
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<S> <C> <C> <C> <C>
Deferred Compensation
Obligations(1) $3,000,000 100% $3,000,000 $909.09
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Common Stock, par value
$0.625 per share 100,000 $53.00(2) $5,300,000(3) $1,606.06
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<FN>
(1) The Deferred Compensation Obligations are unsecured obligations of TRW
Inc. to pay deferred compensation in the future in accordance with the
terms of the Deferred Compensation Plan for Non-Employee Directors of TRW
Inc.
(2) The maximum offering price per share is based upon an estimate, solely for
the purpose of computing the registration fee.
(3) This figure (calculated pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, on the basis of the average of the high and low
prices of TRW Common Stock of $53.00 included in the NYSE-Composite
Transactions report for May 9, 1997, as published in the Midwest edition
of The Wall Street Journal) represents the maximum aggregate offering
price of the number of shares of TRW Common Stock registered under this
Form S-8.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to the participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by TRW Inc. ("TRW" or the "Company") are
incorporated herein by reference, except to the extent that any statement or
information therein is modified, superseded or replaced by a statement or
information contained in any other subsequently filed document incorporated
herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(2) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(3) the Company's Current Report on Form 8-K, dated February 5,
1997.
(4) The description of the Common Stock, par value $0.625 per
share, of the Company ("TRW Common Stock"), filed with the
Securities and Exchange Commission on May 13, 1997, as Exhibit
3(a) to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, and all amendments and reports
filed for the purpose of updating that description.
Until the Company files a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold, or
deregistering all such securities which remain unsold, all documents
subsequently filed by the Company or the Plan (as defined below) pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the termination of the offering of
the securities registered pursuant to this Registration Statement, shall be
deemed to be incorporated by reference into this Registration Statement and to
be part hereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Under the Deferred Compensation Plan for Non-Employee Directors of TRW
Inc. (the "Plan"), the Company will provide for the deferral of a portion or all
of the compensation otherwise payable to non-employee Directors of the Company
(the "Eligible Directors").
As described in the Plan, the amount of compensation to be deferred for
each Eligible Director is equal to: (i) 50 percent of the Eligible Director's
base annual retainer (the "Automatic Deferral") otherwise payable by the
Company; and (ii) any other portion that the Eligible Director elects to defer
of the remaining 50 percent of the Eligible Director's base annual retainer and
any portion of the retainer that the Eligible Director may receive for chairing
one of the committees of the Directors of the Company (the "Elective Deferral")
(collectively, the "Obligations").
The Automatic Deferral will be deferred in equivalent shares of TRW
Common Stock (the "Shares") on the date compensation would otherwise be payable
and distributed in Shares, equal to the aggregate number of equivalent Shares of
the Automatic Deferrals and earnings from undistributed cash dividends. The
Company has established an irrevocable rabbi trust that will hold the
automatically-deferred Shares in a trust account on behalf of each Eligible
Director. Distributions of the Automatic Deferral will begin following the date
that the Eligible Director ceases to serve as a Director of the Company in
accordance with instructions provided by the Eligible Director at the time of
election.
The Elective Deferral will be held in phantom accounts and indexed to
the performance of one or more investment funds established under The TRW
Employee Stock Ownership and Stock Savings Plan. Elections of deferred
compensation by an Eligible Director for any calendar year may not be amended or
revoked after the beginning of the calendar year for which services are to be
performed and elective deferral has been made. Distribution of amounts of the
Elective Deferral will be made in cash, denominated and payable in United States
dollars, equal to the amounts deferred and any gains or losses on those amounts
based on the performance of the funds in which the Eligible Director elects to
invest. Distributions of the Elective Deferral will begin in accordance with
instructions provided by the Eligible Director at the time of election and/or in
accordance with the terms of the Plan in the absence of such instructions.
The Plan is deemed unfunded for tax purposes and is not governed by the
Employee Retirement Income Security Act of 1974. The Company is not required to
set aside assets to be used for payment of the Obligations under the Plan, and
the Obligations are unsecured general obligations of the Company to pay deferred
compensation in the future in accordance with the terms of the Plan. An Eligible
Director is a general creditor of the Company with respect to his or her rights
to receive future distributions under the Plan. The rights of the Eligible
Director, or his or her beneficiary(ies), to receive distributions under the
Plan are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Eligible Director, or of his or her beneficiary(ies), except by will or by the
laws of descent and distribution.
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This Plan may from time to time be amended, modified or terminated at
the sole discretion of the Board or the Executive Committee of the Directors of
the Company. No amendment, modification or termination shall adversely affect an
Eligible Director's existing accruals of deferred compensation.
The description of the terms and conditions of the Plan and the
Obligations discussed in this Item 4 is qualified by reference to the Plan,
which is filed as Exhibit 4(b) to this Registration Statement and incorporated
herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Obligations and the Shares being registered has
been passed upon by Martin A. Coyle, Executive Vice President, General Counsel
and Secretary of TRW. Mr. Coyle is not eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents within prescribed limits. Ohio law
permits, and the Company's Regulations require, the Company to indemnify a
Director, officer, employee and certain other persons ("Covered Persons")
against expenses, judgments, fines, and settlements reasonably incurred in a
nonderivative suit, and against expenses reasonably incurred in a derivative
suit, if the Covered Person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company. In
addition, Ohio law permits, and the Company's Regulations require, the Company
to indemnify a Covered Person in a criminal action or proceeding, other than in
a derivative suit, if the person had no reasonable cause to believe his or her
conduct was unlawful. The Company's Regulations require the Company to indemnify
a Covered Person against amounts paid in settlement of a derivative action up to
an amount that would reasonably have been expended in the person's defense if
the proceeding had been prosecuted to conclusion.
Unless ordered by a court, no indemnification of expenses in a
derivative suit is authorized by Ohio law or permitted by the Company's
Regulations if the Covered Person is finally adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the Company.
However, if a Covered Person is successful on the merits or in defense of any
matter, indemnification of expenses is mandatory. In addition, under Ohio law, a
Director's expenses shall be paid by the Company as they are incurred, provided
the Director agrees to reasonably cooperate with the Company and to repay the
amounts advanced if it is proved by clear and convincing evidence that the
Director's action or failure to act was done with reckless disregard for the
best interests of the Company. The Company's Regulations permit the Company to
make payments in advance of final disposition of an action to Covered Persons if
authorized by the Company's Directors.
Under Ohio law, a Director is not liable for monetary damages unless it
is proved by clear and convincing evidence that the Director's action or failure
to act was undertaken with deliberate
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intent to cause injury to the Company or with reckless disregard for the best
interests of the Company. There is, however, no comparable provision limiting
the liability of officers, employees or agents of a corporation. Neither the
statutory right to indemnification, nor the rights set forth in the Company's
Regulations, is exclusive, and each is in addition to any other rights granted
to persons seeking indemnification.
The Company's Directors and officers are insured under policies of
insurance maintained by the Company against certain losses, subject to various
limitations and exclusions, arising from claims made against them, including
claims made against them under the securities laws, by reason of being or having
been Directors or officers. Insurance is also provided, subject to various
limitations and exclusions, to certain officers and Directors acting in their
capacities as fiduciaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit
Index on Page 7, which Exhibit Index is incorporated herein by this reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
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pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lyndhurst, State of Ohio, on the 13th day of May,
1997.
TRW INC.
By /s/ Martin A. Coyle
--------------------------------------------------
Martin A. Coyle, Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
SIGNATURE TITLE DATE
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<S> <C> <C>
J. T. GORMAN* Chairman of the Board, Chief May 13, 1997
Executive Officer and Director
P. S. HELLMAN* President, Chief Operating May 13, 1997
Officer and Director
C. G. MILLER* Executive Vice President and May 13, 1997
Chief Financial Officer
T. A. CONNELL* Vice President and Controller May 13, 1997
M. FELDSTEIN* Director May 13, 1997
R. M. GATES* Director May 13, 1997
C. H. HAHN* Director May 13, 1997
G. H. HEILMEIER* Director May 13, 1997
K. N. HORN* Director May 13, 1997
E. B. JONES* Director May 13, 1997
W. S. KISER* Director May 13, 1997
D. B. LEWIS* Director May 13, 1997
J. T. LYNN* Director May 13, 1997
L. M. MARTIN* Director May 13, 1997
J. D. ONG* Director May 13, 1997
R. W. POGUE* Director May 13, 1997
</TABLE>
Martin A. Coyle, by signing his name hereto, does hereby sign and
execute this Registration Statement on behalf of each of the above-named
officers and Directors of TRW Inc., pursuant to a power of attorney executed by
each of such officers and Directors and filed with the Securities and Exchange
Commission.
* By /s/ Martin A. Coyle May 13, 1997
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Martin A. Coyle, Attorney-in-fact
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<TABLE>
<CAPTION>
EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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<S> <C> <C>
4(a) The Company's Amended --
Articles of Incorporation
(Incorporated herein by
reference to Exhibit 3(a) to the
Company's Quarterly Report on
Form 10-Q for the quarter
ended March 31, 1997)
4(b) Deferred Compensation Plan 9
for Non-Employee Directors of
TRW Inc.
5 Opinion of Martin A. Coyle 21
23(a) Consent of Martin A. Coyle
(included in Exhibit 5)
23(b) Consent of Ernst & Young LLP 22
24 Power of Attorney 23
</TABLE>
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EXHIBIT 4(b)
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS OF TRW INC.
JULY 1, 1997
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<TABLE>
<CAPTION>
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS OF TRW INC.
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TABLE OF CONTENTS
PAGE
<S> <C> <C>
Section 1. Effective Date.................................................................... 1
Section 2. Purpose........................................................................... 1
Section 3. Eligibility....................................................................... 1
Section 4. Administration.................................................................... 1
Section 5. Deferral of Compensation.......................................................... 2
Section 6. Effect of Deferral Elections...................................................... 3
Section 7. Deferred Compensation Account..................................................... 3
Section 8. Value of Deferred Compensation Accounts........................................... 5
Section 9. Distribution of Account........................................................... 5
Section 10. Acceleration of Account Distribution
Due to Unforeseeable Emergency.................................................... 7
Section 11. Death of Eligible Director;
Distribution of Account Balance................................................... 7
Section 12. Acceleration of Account Distribution
Due to Change in Control.......................................................... 8
Section 13. Eligible Directors' Rights Unsecured................................................. 9
Section 14. Assignability....................................................................... 10
Section 15. Amendment........................................................................... 10
</TABLE>
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SECTION 1. EFFECTIVE DATE.
The effective date of the Deferred Compensation Plan for Non-Employee
Directors of TRW Inc. (the "Plan") is July 1, 1997 (the "Effective Date").
SECTION 2. PURPOSE.
The purposes of the Plan are to align a significant portion of Director
compensation with creating and sustaining shareholder value and to attract and
retain a diverse and truly superior Board of Directors. The Plan is intended to
serve as the mechanism that will allow each eligible Director to defer all or a
portion of the compensation otherwise payable to him or her for his or her
services to TRW Inc. (the "Company").
SECTION 3. ELIGIBILITY.
Each Director of the Company who is not an employee of the Company or
of one of its subsidiaries shall be eligible to, and shall participate in, the
Plan (the "Eligible Director"). Following the Effective Date of the Plan, (i) a
non-employee Director will be deemed an Eligible Director as of the effective
date of his or her election as a Director of the Company, and (ii) an employee
Director will be deemed an Eligible Director as of the date he or she ceases to
be an employee of the Company or of one of its subsidiaries but continues to be
a Director, in accordance with the provisions of the Directors' retirement
policy as amended from time to time. Eligibility to receive and defer
compensation pursuant to this Plan will cease upon the earlier of the Eligible
Director's termination of service as a Director of the Company or upon his or
her death.
SECTION 4. ADMINISTRATION.
The Plan shall be administered by a committee (the "Committee")
consisting of the following three officers of the Company: the Executive Vice
President and Chief
<PAGE> 4
Financial Officer, the Executive Vice President and General Counsel, and the
Executive Vice President of Human Resources. The Committee shall have the power
to (i) determine all questions of fact or interpretation regarding Plan
provisions; (ii) adopt rules, regulations and procedures deemed necessary and
appropriate to carry out the Plan's operation; and (iii) maintain or cause to be
maintained necessary and appropriate records. The Committee's determinations on
questions of fact or interpretation of Plan provisions will be binding on all
parties.
The Committee may delegate its authority to carry out specific
responsibilities given to it under the Plan.
SECTION 5. DEFERRAL OF COMPENSATION.
(a) Automatic Deferral. One-half (50 percent) of the annual retainer,
exclusive of any retainer paid for chairing a Committee of the Directors, (the
"Base Annual Retainer") otherwise payable by the Company to an Eligible Director
for his or her services to the Company on or after the Effective Date, will be
automatically deferred in equivalent shares of TRW Common Stock (the "Automatic
Deferral") under the Plan. The shares will be held in trust for the Eligible
Director's benefit.
(b) Elective Deferral. In addition to the Automatic Deferral described
above, an Eligible Director may elect to defer all or a portion of the remaining
50 percent of his or her Base Annual Retainer (the "Elective Deferral"),
expressed either as a dollar amount or as a percentage, and any retainer that he
or she may receive for chairing one of the Committees of the Directors of the
Company (together, the "Available Retainer").
With respect to the initial elections under the Plan for 1997, an
Eligible Director may elect to defer all or any portion of the Available
Retainer for services to be performed on or after the Effective Date, by
completing a deferral election form prescribed by the Secretary of the Company
(the "Secretary") and returning it to the
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Secretary with the following effect: (i) on or before June 13, 1997 for effect
as of July 1; (ii) on or before July 15, 1997 for effect by August 1; and (iii)
on or before July 31, 1997 for effect September 1.
An Eligible Director who (i) is elected a Director of the Company
following the Effective Date of the Plan or (ii) ceases to be an employee of the
Company or one of its subsidiaries but continues to be a Director may choose to
defer all or any portion of the Available Retainer for his or her subsequent
services to the Company, provided that the prescribed deferral election form is
delivered to the Secretary within 30 days after the effective date of the
Eligible Director's (i) election as a Director of the Company or (ii) change in
employment status.
For years subsequent to 1997, an Eligible Director who elects to defer
all or a portion of the Available Retainer must execute the prescribed election
form and deliver it to the Secretary prior to the first day of the calendar year
for which the election is to be effective. If the Director becomes eligible to
participate in the Plan during the calendar year, the prescribed deferral
election form must be delivered to the Secretary within 30 days after the
effective date of the Eligible Director's (i) election as a Director of the
Company or (ii) change in employment status.
SECTION 6. EFFECT OF DEFERRAL ELECTIONS.
Deferral elections, expressed either as a dollar amount or as a
percentage, made under this Plan with respect to any calendar year may not be
amended or revoked after the beginning of the calendar year with respect to
compensation to be received for services performed during that calendar year.
SECTION 7. DEFERRED COMPENSATION ACCOUNT.
As of the Effective Date of the Plan, or the effective date of the
Director's eligibility, as appropriate, the Company shall establish an unfunded
deferred
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compensation account (the "Account") for each Eligible Director consisting of an
Automatic Deferral portion and an Elective Deferral portion, if any.
(a) Automatic Deferral Portion. The Company will establish a trust
account for the benefit of the Eligible Directors. On the first business day of
each month, the Company will transfer to the trustee of the trust account
one-twelfth (1/12) of the amount of each Eligible Director's Automatic Deferral,
to be used by the trustee to purchase equivalent shares of TRW Common Stock that
will be held in the trust account. The trustee will participate in the Company's
Dividend Reinvestment Plan, and all cash dividends will be reinvested in TRW
Common Stock for the Eligible Directors' benefit.
(b) Elective Deferral Portion. This portion of the Eligible Director's
Account will consist of (i) amounts rolled over from the Eligible Director's
Account under the former Deferred Compensation Plan for Non-Employee Directors
of TRW Inc., if applicable, and (ii) any portion of the Available Retainer that
the Eligible Director elects to defer. These amounts will be held in phantom
accounts and indexed to the performance of one or more investment funds
established under The TRW Employee Stock Ownership and Stock Savings Plan (the
"Stock Savings Plan").
Allocation of the Elective Deferral portion of the Eligible Director's
Account to any of the available investment funds must be made in increments of
25 percent. The Eligible Director's allocation choices shall be implemented as
soon as practicable, in the sole discretion of the Committee.
Subject to any restrictions imposed by Section 16(b) of the Securities
Exchange Act of 1934, the Eligible Director may, at any time, (i) change his or
her allocation choices with respect to future Elective Deferrals or (ii)
reallocate the hypothetical investment earnings in the existing Elective
Deferral portion of his or her Account. Changes or reallocations so made must
also be in increments of 25 percent.
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The Committee shall have the right to substitute investment fund
choices for the Elective Deferral portion of the Accounts from time to time,
without adversely affecting existing accruals in the Eligible Directors'
Accounts.
Hypothetical investment earnings shall continue to accrue until the
Eligible Director's Account is fully distributed.
SECTION 8. VALUE OF DEFERRED COMPENSATION ACCOUNTS.
The value of each Eligible Director's Account shall reflect all amounts
deferred, including gains and losses from the hypothetical investments, and
shall be determined on the last day of each month (the "Valuation Date"). The
value of hypothetical investments in the Stock Savings Plan shall be based upon
the valuation date under the Stock Savings Plan coincident with or immediately
preceding such Valuation Dates.
The amount in an Eligible Director's Account as of each Valuation Date
that has not been previously deemed invested shall be deemed invested in a
hypothetical investment on such date, based on the value of the hypothetical
investment on such date.
SECTION 9. DISTRIBUTION OF ACCOUNT.
No distributions may be made from an Eligible Director's Account,
except as provided in this Section and Sections 11 and 12.
(a) Automatic Deferral Portion. Automatic Deferral amounts and earnings
from the Company's Dividend Reinvestment Plan credited to an Account shall be
distributed, beginning as soon as practicable, after the Eligible Director
ceases to hold office as a Director of the Company. The distribution shall be
made in whole shares of TRW Common Stock, valued at the fair market value of a
share of TRW Common Stock on the date of distribution. The Eligible Director
shall specify, at the time set forth in
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Section 5 for making Elective Deferrals, how distribution is to be made with
respect to this portion of his or her Account:
(1) as a single payment, with any fractional shares being paid in
cash; or
(2) in regular annual installments payable over a period not to
exceed 10 years, with fractional shares paid in cash at the
time of the final installment payment.
(b) Elective Deferral Portion. Elective Deferral amounts and the
relevant hypothetical investment earnings credited to an Account shall be
distributed in accordance with the instructions given to the Secretary by the
Eligible Director at the time of his or her election to defer all or a portion
of the Available Retainer and may begin as of:
(1) the date the Eligible Director ceases to hold office as a
Director of the Company;
(2) the date the Eligible Director reaches an age at which he or
she may earn unlimited amounts without penalty under the
Social Security Act and the regulations promulgated
thereunder; or
(3) such other date specified by the Eligible Director on the
election form (at least two years from the date deferral of
compensation begins).
Distribution of an Account may be made as a single payment or in regular annual
installments over a period of not more than 10 years.
All distributions from the Elective Deferral portion of the Account
will be made in cash, denominated and payable in United States dollars, equal to
the amounts deferred
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and any gains or losses on those amounts, based on the performance of the
investment funds to which the Eligible Director allocated his or her deferred
compensation.
The Eligible Director may change his or her Elective Deferral
distribution instructions by subsequent written notice to the Secretary, but any
such change will apply only to future deferrals. If an Eligible Director should
fail to give the Secretary instructions as to the type of distribution
preferred, his or her Account will be distributed as a single payment as soon as
practicable following the date on which he or she ceases to hold office as a
Director of the Company.
SECTION 10. ACCELERATION OF ACCOUNT DISTRIBUTION DUE TO UNFORESEEABLE EMERGENCY.
An Eligible Director will be permitted to receive distribution of all
or a part of the Elective Deferral portion of his or her Account if the
Committee determines that an unforeseeable emergency has occurred. An
unforeseeable emergency is one that is caused by an event beyond the Eligible
Director's control and that would cause severe financial hardship to him or her
if the distribution of all or a part of the Elective Deferral portion of his or
her Account were not approved. Any distribution approved under this provision
shall be limited to the amount deemed necessary to meet the emergency.
SECTION 11. DEATH OF ELIGIBLE DIRECTOR; DISTRIBUTION OF ACCOUNT BALANCE.
In the event of the death of an Eligible Director before he or she has
received full distribution of his or her Account, the value of the Account
balance remaining to be distributed shall be determined as of the Valuation Date
coincident with or immediately following the Eligible Director's death. The
Account balance shall, as soon as practicable, be distributed in a single
payment to the beneficiary or beneficiaries designated by the Eligible Director.
In the event that an Eligible Director has failed to name a beneficiary, his or
her Account balance shall be distributed to his or her estate.
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SECTION 12. ACCELERATION OF ACCOUNT DISTRIBUTION DUE TO CHANGE IN CONTROL.
In the event of a change in control of the Company, an Eligible
Director's Account balance may become subject to immediate distribution in
accordance with the Eligible Director's election instructions; provided,
however, that the Eligible Director specifically stipulated on his or her
election form that such accelerated payout be made. For purposes of this Plan, a
change in control, as defined in resolutions adopted by the Compensation and
Stock Option Committee of the Directors of the Company on July 26, 1989, will be
deemed to have occurred if:
(i) the Corporation is merged or consolidated or reorganized
into or with another corporation or other legal person and
as a result of such merger, consolidation or reorganization
less than 51 percent of the combined voting power of the
then-outstanding securities of such corporation or person
immediately after such transaction is held in the aggregate
by the holders of Voting Stock ("Voting Stock" consists of
the then-outstanding securities entitled to vote generally
in the election of Directors of the Corporation) immediately
prior to such transaction;
(ii) the Corporation sells or otherwise transfers all or
substantially all of its assets to any other corporation or
other legal person if less than 51 percent of the combined
voting power of the then-outstanding voting securities of
such corporation or person immediately after such sale or
transfer is held in the aggregate by the holders of Voting
Stock immediately prior to such sale or transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as
promulgated pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"), disclosing that any person (as the
term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule
13d-3 or any successor rule or regulation promulgated under
the Exchange Act) of securities representing 20 percent or
more of the combined voting power of the Voting Stock;
- 8 -
<PAGE> 11
(iv) the Corporation shall file a report or proxy statement with
the Securities and Exchange Commission pursuant to the
Exchange Act disclosing in response to Item 1 of Form 8-K
thereunder or Item 6(e) of Schedule 14A thereunder (or any
successor schedule, form or report or item therein) that a
change in control of the Corporation has or may have occurred
or will or may occur in the future pursuant to any
then-existing contract or transaction; or
(v) during any period of two consecutive years, individuals who
at the beginning of any such period constitute the Directors
of the Corporation cease for any reason to constitute at
least a majority thereof unless the election, or the
nomination for election by the Corporation's shareholders,
of each Director of the Corporation first elected during
such period was approved by a vote of at least two-thirds
of the Directors of the Corporation then still in office who
were Directors of the Corporation at the beginning of any
such period.
Notwithstanding the foregoing definition, a "change in control" shall
not be deemed to have occurred solely because (i) the Corporation, (ii)
an entity in which the Corporation directly or indirectly beneficially
owns more that 50 percent of the voting securities or (iii) any
employee stock ownership plan sponsored by the Corporation or any other
employee benefit plan of the Corporation, or any entity holding shares
of Voting Stock for or pursuant to the terms of any such plan, either
files or becomes obligated to file a report or a proxy statement under
or in response to Schedule 13D, Schedule 14D-1, Item 1 of Form 8-K or
Item 6(e) of Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act, disclosing beneficial ownership
by it of shares of Voting Stock, whether in excess of 20 percent or
otherwise, or because the Corporation reports that a change in control
of the Corporation has or may have occurred or will or may occur in the
future by reason of such beneficial ownership...
SECTION 13. ELIGIBLE DIRECTORS' RIGHTS UNSECURED.
This Plan is deemed unfunded for tax purposes and is not governed by
the Employee Retirement Income Security Act of 1974. Consequently, for purposes
of this Plan, no assets shall be segregated and placed beyond the reach of the
Company's general creditors. The right of an Eligible Director to receive future
installments under the
- 9 -
<PAGE> 12
provisions of this Plan shall be an unsecured claim against the general assets
of the Company. Accordingly, the Eligible Directors will have the status of
general unsecured creditors of the Company, and the Plan constitutes a mere
promise by the Company to make Account distributions in the future.
SECTION 14. ASSIGNABILITY.
The right of the Eligible Director, or of his or her beneficiary, to
receive distribution of his or her Account pursuant to the provisions of this
Plan are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors of the
Eligible Director, or of his or her beneficiary, except by will or by the laws
of descent and distribution.
SECTION 15. AMENDMENT.
This Plan may at any time or from time to time be amended, modified or
terminated by the Directors or the Executive Committee of the Directors of the
Company. No amendment, modification or termination shall adversely affect an
Eligible Director's Account, without his or her consent.
- 10 -
<PAGE> 1
EXHIBIT 5
May 13, 1997
TRW Inc.
1900 Richmond Rd.
Cleveland, Ohio 44124
Re: Deferred Compensation Plan for Non-Employee Directors of TRW Inc.
Ladies and Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing of a registration statement on Form
S-8 ("Registration Statement") with the Securities and Exchange Commission to
register (i) three million dollars ($3,000,000) of obligations representing
unsecured obligations of TRW to pay deferred compensation in the future (the
"Obligations") and (ii) one hundred thousand (100,000) shares of common stock of
TRW, par value $0.625 per share ("Shares"), in accordance with the terms of the
Deferred Compensation Plan for Non-Employee Directors of TRW Inc. (the "Plan").
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended.
I am familiar with the Plan; the proceedings taken by TRW in connection with the
adoption of the Plan; the Registration Statement; and the resolutions of the
Directors of TRW relating to the filing of the Registration Statement. I am also
familiar with TRW's Amended Articles of Incorporation and Amended Regulations,
in each case as amended to date, and I have examined or caused to be examined
such other records, documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below.
Based upon the foregoing, I am of the opinion that, when issued in accordance
with the provisions of the Plan, the Obligations will be valid and binding
obligations of TRW, enforceable in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors' rights or by
general equity principles. With respect to the Shares issuable under the Plan, I
am of the opinion that they will be validly issued, fully paid and
nonassessable, when acquired by the Plan participants pursuant to the terms of
the Plan.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement, in the Plan
documents prepared pursuant to the requirements of Part I of Form S-8, and in
any amendments to the foregoing.
Sincerely,
/s/ Martin A. Coyle
21
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated January 20, 1997, with respect to the
consolidated financial statements of TRW Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cleveland, Ohio
May 13, 1997
22
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Directors and Certain Officers of TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint M. A.
Coyle, J. C. Diggs, W. A. Fullmer, K. A. Weigand and J. L. Manning, Jr., and
each of them, as attorneys for the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned in
the capacity specified, to prepare or cause to be prepared, to execute and to
file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, (1) a Registration Statement or amendments to previously filed
Registration Statements with respect to participations in The TRW Employee Stock
Ownership and Stock Savings Plan and shares of TRW Common Stock offered in
connection therewith; (2) a Registration Statement or amendments to previously
filed Registration Statements with respect to participations in The TRW Canada
Stock Savings Plan and shares of TRW Common Stock offered in connection
therewith; (3) a Registration Statement or amendments to previously filed
Registration Statements relating to stock options, stock appreciation rights,
restricted stock, performance shares and other stock-based grants granted or to
be granted pursuant to the 1997 TRW Long-Term Incentive Plan, the 1994 TRW
Long-Term Incentive Plan, the 1989 TRW Long-Term Incentive Plan, and stock
options and stock appreciation rights granted or to be granted pursuant to the
1984 Stock Option Plan and the 1979 Stock Option Plan, each as amended, and
shares of TRW Common Stock offered in connection therewith; (4) any and all
amendments (including post-effective amendments), prospectuses and exhibits to
such Registration Statements; and (5) any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the securities to which any such Registration Statements relate, with full power
and authority to take or cause to be taken such other action which in the
judgment of such person may be necessary or appropriate to effect the filing of
such documents.
EXECUTED the dates set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ J. T. Gorman /s/ P. S. Hellman /s/ C. G. Miller
- ----------------------------- ------------------------------ ---------------------------
J. T. Gorman, P. S. Hellman, C. G. Miller,
Chairman of the Board, President, Executive Vice President
Chief Executive Officer Chief Operating Officer and Chief Financial Officer
and Director and Director February 4, 1997
February 4, 1997 February 4, 1997
/s/ T. A. Connell /s/ M. Feldstein
- ----------------------------- ------------------------------ ---------------------------
T. A. Connell, Vice President M. H. Armacost, Director M. Feldstein, Director
and Controller February 4, 1997 February 4, 1997
February 4, 1997
/s/ R. M. Gates /s/ C. H. Hahn /s/ G. H. Heilmeier
- ----------------------------- ------------------------------ ---------------------------
R. M. Gates, Director C. H. Hahn, Director G. H. Heilmeier, Director
February 4, 1997 February 4, 1997 February 4, 1997
/s/ K. N. Horn /s/ E. B. Jones /s/ W. S. Kiser
- ----------------------------- ------------------------------ ---------------------------
K. N. Horn, Director E. B. Jones, Director W. S. Kiser, Director
February 4, 1997 February 4, 1997 February 4, 1997
/s/ D. B. Lewis /s/ J. T. Lynn /s/ L. M. Martin
- ----------------------------- ------------------------------ ---------------------------
D. B. Lewis, Director J. T. Lynn, Director L. M. Martin, Director
February 4, 1997 February 4, 1997 February 4, 1997
/s/ J. D. Ong /s/ R. W. Pogue
- ----------------------------- ------------------------------
J. D. Ong, Director R. W. Pogue, Director
February 4, 1997 February 4, 1997
</TABLE>
23
