<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRW INC.
(Exact name of registrant as specified in its charter)
OHIO 3714 34-0575430
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
TRW INC.
1900 RICHMOND ROAD
CLEVELAND, OHIO 44124
(216) 291-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WILLIAM B. LAWRENCE
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
TRW INC.
1900 RICHMOND ROAD
CLEVELAND, OHIO 44124
(216) 291-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
WILLIAM P. ROGERS, JR., ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA, 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 33-42870; 33-61711
------------------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
--------------------
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class of Securities Amount to Proposed Proposed Amount of
to be Registered be Registered Maximum Maximum Registration Fee
- ------------------------------------ ----------------- -------------------- --------------------- ------------------
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
=====================================================================================================================
Offering Price Aggregate Offering
Per Unit (1) Price (1)
- ------------------------------------ ----------------- -------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Debt Securities $80,000,000 100% $80,000,000 $23,600
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).
STATEMENT PURSUANT TO RULE 429(b)
The prospectus contained in this registration statement is a combined
prospectus which covers Debt Securities of the Registrant heretofore covered by
Registration Statement No. 33-42870 (in the amount of $195,470,000, with a
filing fee of $48,868) and Registration Statement No. 33-61711 (in the amount of
$224,530,000, with a filing fee of $77,425).
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<PAGE> 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statements on Form S-3 (Reg. Nos. 33-42870 and 33-61711) filed by TRW Inc. (the
"Company") with the Securities and Exchange Commission, including the exhibits
thereto, are incorporated herein by reference.
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statements Nos. 33-42870 and 33-61711 are incorporated by reference into, and
shall be deemed part of, this registration statement, except the following which
are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C> <C>
1.1 -- Form of Underwriting Agreement
5.1 -- Opinion of William B. Lawrence as to the validity of the Debt Securities.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of William B. Lawrence (included in Exhibit 5.1).
24 -- Powers of Attorney for certain Directors and Officers of TRW Inc.
25 -- Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan Bank to act
as Trustee under the Indenture, as supplemented.
</TABLE>
II-1
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lyndhurst, State of Ohio, on January 8, 1998.
TRW INC.
By /s/ WILLIAM B. LAWRENCE
-------------------------
William B. Lawrence
Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
J. T. GORMAN* Chairman of the Board, January 8,
- ------------------ Chief Executive Officer and 1998
J. T. Gorman Director
P. S. HELLMAN* President, Chief Operating January 8,
- ------------------ Officer and Director 1998
P. S. Hellman
C. G. MILLER* Executive Vice President January 8,
- ------------------ and Chief Financial Officer 1998
C. G. Miller
T. A. CONNELL* Vice President and Controller January 8,
- ----------------- 1998
T. A. Connell
M. H. ARMACOST* Director January 8,
- ------------------ 1998
M. H. Armacost
M. FELDSTEIN* Director January 8,
- ----------------- 1998
M. Feldstein
R. M. GATES* Director January 8,
- ----------------- 1998
R. M. Gates
C. H. HAHN* Director January 8,
- ----------------- 1998
C. H. Hahn
G. H. HEILMEIER* Director January 8,
- ----------------- 1998
G. H. Heilmeier
K. N. HORN* Director January 8,
- ----------------- 1998
K. N. Horn
E. B. JONES* Director January 8,
- ----------------- 1998
E. B. Jones
</TABLE>
II-2
<PAGE> 6
<TABLE>
<S> <C> <C>
W. S. KISER* Director January 8,
- ----------------- 1998
W. S. Kiser
D. B. LEWIS* Director January 8,
- ----------------- 1998
D. B. Lewis
J. T. LYNN* Director January 8,
- ----------------- 1998
J. T. Lynn
L. M. MARTIN* Director January 8,
- ----------------- 1998
L. M. Martin
J. D. ONG* Director January 8,
- ----------------- 1998
J. D. Ong
R. W. POGUE* Director January 8,
- ----------------- 1998
R. W. Pogue
</TABLE>
William B. Lawrence, by signing his name hereto, does hereby sign and
execute this Registration Statement on behalf of each of the above-named
officers and Directors of TRW Inc. pursuant to powers of attorney executed by
each of such officers and Directors and filed with the Securities and Exchange
Commission as an exhibit to this Registration Statement.
*By /s/ WILLIAM B. LAWRENCE January 8, 1998
------------------------------------
William B. Lawrence
Attorney-in-Fact
II-3
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C> <C>
1.1 -- Form of Underwriting Agreement
5.1 -- Opinion of William B. Lawrence as to the validity of the Debt Securities.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of William B. Lawrence (included in Exhibit 5.1).
24 -- Powers of Attorney for certain Directors and Officers of TRW Inc.
25 -- Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan Bank to act
as Trustee under the Indenture, as supplemented.
</TABLE>
<PAGE> 1
Exhibit 1.1
TRW INC.
UNDERWRITING AGREEMENT
New York, New York
To the Representatives named in
Schedule I hereto of the
Underwriters named in Schedule As of January 8, 1998
II hereto
Dear Sirs:
TRW Inc., an Ohio corporation (the "Company"), proposes to sell to the
underwriters named in Schedule II hereto (the "Underwriters"), for whom you are
acting as representatives (the "Representatives"), the principal amount of its
securities identified in Schedule I hereto (the "Debt Securities"), to be issued
under an indenture dated as of May 1, 1986 (the "Indenture"), and supplemented
by a First Supplemental Indenture dated as of August 24, 1989, between the
Company and The Chase Manhattan Bank, as successor trustee (the "Trustee"). The
Debt Securities are also referred to as the "Purchased Securities". If the firm
or firms listed in Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and "Representatives", as used
herein, shall each be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, you as set forth below in this Section 1. Certain terms
used in this Section 1 are defined in paragraph (c) hereof.
(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") registration
statements on such Form (File Numbers: 33-42870 and 33-61711),
including a basic prospectus relating to such registration statements,
which have become effective, for the registration under the Act of
$500,000,000 aggregate principal amount of debt securities (the
"Securities"), including the Debt Securities. Such registration
statements, as amended at the date of this Agreement, meet the
requirements set forth in Rule 415(a)(1)(ix) or (x) and comply in all
other material respects with said Rule. The Company has filed with the
Commission pursuant to Rule 424, a preliminary supplement to the form
of prospectus included in such registration statements relating to the
Debt Securities and the plan of distribution thereof (the "Preliminary
Prospectus Supplement"). In connection with the sale of Debt
Securities, the Company proposes to file with the Commission pursuant
to Rule 424 a further supplement specifying the interest rates,
maturity dates and, if appropriate, other terms of the Debt Securities
sold pursuant hereto (the "Prospectus Supplement" and, together with
the Preliminary Prospectus
<PAGE> 2
Supplement and the Basic Prospectus, the "Prospectus"). Upon the
request of the Representatives, but not without the agreement of the
Representatives, the Company will also file a Rule 462(b) Registration
Statement in accordance with Rule 462(b) ("Rule 462(b)") under the Act.
(b) As of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission and at the
date of delivery by the Company of any Debt Securities sold hereunder
(a "Closing Date"), (i) the Registration Statement and any Rule 462(b)
Registration Statement, as amended as of any such time, and the
Prospectus, as supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the respective rules and regulations thereunder;
(ii) the Registration Statement and any Rule 462(b) Registration
Statement, as amended as of any such time, did not or will not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any untrue statement
of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to (i) that part of
the Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture Act
of the Trustee or (ii) the information contained in or omitted from the
Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing
to the Company by or on behalf of any of you specifically for use in
the Registration Statement or the Prospectus (or any supplement
thereto).
(c) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall mean
each date that the Registration Statement, any post-effective amendment
or amendments thereto and any Rule 462(b) Registration Statement became
or become effective. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the form of basic prospectus relating to the
Securities contained in the Registration Statement at the Effective
Date. "Prospectus" shall mean the Basic Prospectus as supplemented by
the Prospectus Supplement. "Registration Statement" shall mean the
registration statement No. 33-61711 and the registration statement No.
33-42870, as amended by such registration statement No. 33-61711,
including incorporated documents, exhibits and financial statements, as
amended at the Execution Time. "Rule 415", "Rule 424" and "Rule 462(b)"
refer to such rules under the Act. Any reference herein to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Exchange Act on or before the Effective Date of
the Registration Statement or the issue date of the Basic Prospectus,
the Prospectus Supplement or the Prospectus, as
<PAGE> 3
3
the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement,
the Basic Prospectus, the Prospectus Supplement or the Prospectus shall
be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, the Prospectus Supplement or
the Prospectus, as the case may be, incorporated therein by reference.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering of the Debt Securities covered by the
Registration Statement.
(d) Due Incorporation and Qualification. The Company has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of Ohio with corporate power and authority to
own, lease and operate its properties and to conduct the business being
conducted by it as described in the Prospectus; and the Company is duly
qualified as a foreign corporation to transact business in each
jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not have a material
adverse effect on the financial condition or the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise; and the Company is in good standing in
the State of California and the Commonwealth of Virginia.
(e) Incorporated Documents. The documents incorporated by
reference in the Prospectus, at the time they were or hereafter are
filed with the Commission, complied and will comply in all material
respects with the requirements of the Exchange Act and the rules and
regulations thereunder and, when read together and with the other
information in the Prospectus, did not and will not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were or are made, not
misleading.
(f) Financial Statements. The financial statements of the
Company and its consolidated subsidiaries included or incorporated by
reference in the Registration Statement and the Prospectus present
fairly the consolidated financial position of the Company and its
consolidated subsidiaries as at the dates indicated and the
consolidated results of their operations for the periods specified; and
except as stated therein, said financial statements have been prepared
in conformity with generally accepted accounting principles in the
United States applied on a consistent basis.
(g) Legal Proceedings; Contracts. Except as may be set forth
in the Prospectus, there is no action, suit or proceeding before or by
any court or govern mental agency or body, domestic or foreign, now
pending, against or affecting, the
<PAGE> 4
4
Company or any of its subsidiaries, which might, in the opinion of the
Company, result in any material adverse change in the financial
position of the Company and its subsidiaries taken as a whole, or might
materially and adversely affect the assets of the Company and its
subsidiaries taken as a whole; and there are no contracts or documents
of the Company or any of its subsidiaries which are required to be
filed as exhibits to the Registration Statement by the Act or by the
rules and regulations thereunder which have not been so filed.
(h) Authorization and Validity of the Debt Securities. The
Debt Securities have been duly authorized for issuance and sale
pursuant to this Agreement and, when issued, authenticated and
delivered pursuant to the provisions of this Agreement and the
Indenture against payment of the consideration therefor specified in
the Prospectus, the Debt Securities will constitute valid and legally
binding obligations of the Company enforceable in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, or other laws relating to or affecting enforcement of
creditors' rights or by general equity principles, and except further
as enforcement thereof may be limited by (i) requirements that a claim
with respect to any Debt Securities denominated other than in United
States dollars (or a foreign currency or currency unit judgment in
respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable
law or (ii) governmental authority to limit, delay or prohibit the
making of payments in a foreign currency or currency units or payments
outside the United States; the Debt Securities and the Indenture will
be substantially in the form heretofore delivered to the Underwriters
and conform in all material respects to all statements relating thereto
contained in the Prospectus; and the Debt Securities will be entitled
to the benefits provided by the Indenture.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of the Purchased Securities set forth
opposite such Underwriter's name in Schedule II hereto, except that, if Schedule
I hereto provides for the sale of Purchased Securities pursuant to delayed
delivery arrangements, the respective principal amounts of Purchased Securities
to be purchased by the Underwriters shall be as set forth in Schedule II hereto,
less the respective amounts of Contract Securities determined as provided below.
Purchased Securities to be purchased by the Underwriters are herein sometimes
called the "Underwriters' Securities" and Purchased Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided are herein called
"Contract Securities".
If so provided in Schedule I hereto, the Underwriters are authorized to
solicit offers to purchase Purchased Securities from the Company pursuant to
delayed delivery contracts
<PAGE> 5
5
("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto
but with such changes therein as the Company may authorize or approve. The
Underwriters will use their reasonable best efforts to make such arrangements
and, as compensation therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the percentage set forth
in Schedule I hereto of the principal amount of the Purchased Securities for
which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be
with institutional investors, including commercial and savings banks, insurance
companies, pension funds, investment companies and educational and charitable
institutions. The Company will make Delayed Delivery Contracts in all cases
where sales of Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may otherwise agree, each
such Delayed Delivery Contract must be for not less than the minimum principal
amount set forth in Schedule I hereto and the aggregate principal amount of
Contract Securities may not exceed the maximum aggregate principal amount set
forth in Schedule I hereto. The Underwriters will not have any responsibility in
respect of the validity or performance of Delayed Delivery Contracts. The
principal amount of Purchased Securities to be purchased by each Underwriter as
set forth in Schedule II hereto shall be reduced by an amount which shall bear
the same proportion to the total principal amount of Contract Securities as the
principal amount of Purchased Securities set forth opposite the name of such
Underwriter bears to the aggregate principal amount set forth in Schedule II
hereto, except to the extent that you and the Company agree that such reduction
shall be otherwise than in such proportion; provided, however, that the total
principal amount of Purchased Securities to be purchased by all Underwriters
shall be the aggregate principal amount set forth in Schedule II hereto, less
the aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the Underwriters'
Securities shall be made at the office, on the date and at the time specified in
Schedule I hereto, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 8 hereof (such date
and time of delivery and payment for the Underwriters' Securities being herein
called the "Closing Date"). Delivery of the Underwriters' Securities shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by certified or official bank check or checks payable in New York
Clearing House (next day) funds. Certificates for the Underwriters' Securities
shall be registered in such names and in such denominations as the
Representatives may request not less than three full business days in advance of
the Closing Date.
The Company agrees to have the Underwriters' Securities available for
inspection, checking and packaging by the Representatives in New York, New York,
not later than 1:00 PM on the business day prior to the Closing Date or such
other time and place as may be agreed by the Company and the Representatives.
<PAGE> 6
6
4. Agreements. The Company agrees with the several Underwriters that:
(a) Prior to the completion of the distribution of the
Purchased Securities, the Company will not file any amendment of the
Registration Statement or supplement to the Basic Prospectus unless the
Company has furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company will
cause the Prospectus Supplement to be filed with the Commission
pursuant to the applicable paragraph of Rule 424 within the time period
prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. Upon the request of the
Representatives, the Company will cause the Rule 462(b) Registration
Statement, properly completed, to be filed with the Commission pursuant
to Rule 462(b) and will provide evidence satisfactory to the
Representatives of such filing. The Company will promptly advise the
Representatives (i) when the Prospectus shall have been filed with the
Commission pursuant to Rule 424, (ii) when any Rule 462(b) Registration
Statement or any amendment to the Registration Statement relating to
the Securities shall have become effective, (iii) of any request by the
Commission for any amendment of the Registration Statement, any Rule
462(b) Registration Statement or amendment of or supplement to the
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification of
the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use
its best efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading,
or if it shall be necessary to amend or supplement the Prospectus to
comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will prepare and file with the
Commission, subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct such statement
or omission or an amendment which will effect such compliance.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the
<PAGE> 7
7
Company and its subsidiaries which will satisfy the provisions of
Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of the
Registration Statement (including exhibits thereto) and each amendment
thereto which shall become effective on or prior to the Closing Date
and, so long as delivery of a prospectus by an Underwriter or dealer
may be required by the Act, as many copies of any Prospectus and the
Prospectus and any amendments thereof and supplements thereto, as the
Representatives may reasonably request. The Company will pay the
expenses of printing all documents relating to the offering.
(e) The Company will arrange for the qualification of the
Securities for sale under the laws of such jurisdictions as the
Representatives may reasonably designate, will maintain such
qualifications in effect so long as required for the distribution of
the Securities and will arrange for the determination of the legality
of the Securities for purchase by institutional investors.
(f) Until the business day following the Closing Date, the
Company will not, without the consent of the Representatives, offer or
sell, or announce the offering of, any debt securities covered by the
Registration Statement or any other registration statement filed under
the Act.
5. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the effectiveness of
any amendment to the Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by reference therein) and as
of the Closing Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened; and the Prospectus shall have been filed or mailed for
filing with the Commission not later than 5:00 P.M. New York City time
on the business day following the date hereof.
(b) The Company shall have furnished to the Representatives
the opinion of the General Counsel or an Assistant General Counsel of
the Company, dated the Closing Date to the effect that:
<PAGE> 8
8
(i) the Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Ohio with full corporate power and authority to own
its properties and conduct the business now being conducted by
it, as described in the Prospectus, and is duly qualified to
do business as a foreign corporation in each jurisdiction
which requires such qualification wherein it owns or leases
material properties or conducts material business;
(ii) the Company's authorized equity capitalization
is as set forth in the Prospectus and the Securities conform
to the description thereof contained in the Prospectus;
(iii) the Indenture has been duly authorized,
executed and delivered by or on behalf of the Company, has
been duly qualified under the Trust Indenture Act and
constitutes a legal, valid and binding instrument enforceable
against the Company in accordance with its terms except as the
enforcement of remedies may be limited by (i) applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws or proceedings affecting the enforcement of creditors'
rights generally from time to time in effect or (ii) subject
to the effect of general principles of equity whether applied
by a court of law or equity; and the Securities have been duly
authorized and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid
for by the Underwriters pursuant to this Agreement, in the
case of the Underwriters' Securities, or by the purchasers
thereof pursuant to Delayed Delivery Contracts, in the case of
any Contract Securities, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of
the Indenture except as the enforcement of remedies may be
limited by (i) applicable bankruptcy, reorganization,
insolvency, moratorium or other laws or proceedings affecting
the enforcement of creditors' rights generally from time to
time in effect or (ii) subject to the effect of general
principles of equity whether applied by a court of law or
equity;
(iv) to the knowledge of such counsel, there is no
pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries,
of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Prospectus,
and there is no franchise, contract or other document of a
character required to be described in the Registration
Statement or Prospectus, or to be filed as an exhibit, which
is not described or filed as required; and the statements
included or incorporated in the Prospectus describing any
legal proceedings
<PAGE> 9
9
or material contracts or agreements relating to the Company
fairly summarize such matters;
(v) the Registration Statement and any amendments
thereto have become effective under the Act; to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement, as amended, has
been issued, no proceedings for that purpose have been
instituted or threatened, and the Registration Statement, the
Prospectus and each amendment thereof or supplement thereto as
of their respective effective or issue dates (other than the
financial statements and other financial and statistical
information contained therein as to which such counsel need
express no opinion) complied as to form in all material
respects with the applicable requirements of the Act and the
Exchange Act and the respective rules thereunder; and such
counsel has no reason to believe that the Registration
Statement, or any amendment thereof, at the Effective Date or
at the Execution Time and, as amended, at the date of this
Agreement, contained any untrue statement of a material fact
or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus, as amended or supplemented,
includes any untrue statement of a material fact or omits to
state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; provided, however, that such counsel
need express no opinion as to (A) that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (B) the information contained
in or omitted from the Registration Statement or any amendment
thereof or the Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with
written information furnished to the Company by or on behalf
of any Underwriter through the Representatives specifically
for use in connection with the preparation of the Registration
Statement or any amendment thereof or the Prospectus or any
amendment thereof or supplement thereto;
(vi) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered by
the Company;
(vii) no consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation of the transactions contemplated herein or in any
Delayed Delivery Contracts, except such as have been obtained
under the Act and such as may be required under the blue sky
laws of any jurisdiction in connection with the purchase
<PAGE> 10
10
and distribution of the Purchased Securities by the
Underwriters and such other approvals (specified in such
opinion) as have been obtained;
(viii) neither the issue and sale of the Securities,
nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof or of any
Delayed Delivery Contracts will conflict with, result in a
breach of, or constitute a default under the Amended Articles
of Incorporation or Regulations of the Company or the terms of
any indenture, other agreement or instrument known to such
counsel and to which the Company is a party or bound, or any
order or regulation known to such counsel to be applicable to
the Company of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction
over the Company; and
(ix) to the best knowledge of such counsel, no
holders of securities of the Company have rights to the
registration of such securities under the Registration
Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of Ohio or the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel of good
standing believed to be reliable and who are satisfactory to counsel
for the Underwriters; (B) as to matters relating to that portion of the
Company that constituted BDM International, Inc. ("BDM") prior to its
purchase by the Company, upon the opinion of other counsel who have
represented BDM or on certificates of individuals who had been officers
of BDM prior to its purchase by the Company and (C) as to matters of
fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials.
(c) The Representatives shall have received from Cravath,
Swaine & Moore, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Securities, the Indenture, any Delayed Delivery Contracts, the
Registration Statement, the Prospectus and other related matters as the
Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they may reasonably request
for the purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by two executive officers of the
Company, one of whom shall be the principal financial officer,
treasurer or controller of the Company, dated the Closing Date, to the
effect that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus and this Agreement and that:
<PAGE> 11
11
(i) the representations and warranties of the Company
in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as
if made on the Closing Date and the Company has complied with
all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectus, there has been no
material adverse change in the condition (financial or other),
earnings, business or properties of the Company and its
subsidiaries taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated in the Prospectus.
(e) At the Closing Date, Ernst & Young LLP shall have
furnished to the Representatives a letter or letters (which may refer
to letters previously delivered to one or more of the Representatives),
dated as of the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants
within the meaning of the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder and stating in
effect that:
(i) in their opinion the audited financial statements
and financial statement schedules included or incorporated in
the Registration Statement and the Prospectus and reported on
by them comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange
Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the Company
and its subsidiaries; carrying out certain specified
procedures (but not an examination in accordance with
generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of
the meetings of the stockholders, directors and executive
committees of the Company; and inquiries of certain officials
of the Company who have responsibility for financial and
accounting matters of the Company and its subsidiaries as to
transactions and events subsequent to the date of the most
recent financial statements incorporated in the Registration
<PAGE> 12
12
Statement, as amended, and the Prospectus, as amended or
supplemented, nothing came to their attention which caused
them to believe that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Prospectus do not comply as to form
in all material respects with applicable accounting
requirements and with the published rules and
regulations of the Commission with respect to
financial statements included or incorporated in
quarterly reports on Form 10-Q under the Exchange
Act; and said unaudited financial statements are not
in conformity with generally accepted accounting
principles applied on a basis substantially
consistent with that of the audited financial
statements included or incorporated in the
Registration Statement and the Prospectus;
(2) with respect to the period subsequent to
the date of the most recent financial statements
incorporated in the Registration Statement and the
Prospectus, there were any changes, at a specified
date not more than five business days prior to the
date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of the
Company or decreases in the shareholders' investment
of the Company as compared with the amounts shown on
the most recent consolidated balance sheet included
or incorporated in the Registration Statement and the
Prospectus, or for the period from the date of the
most recent financial statements incorporated in the
Registration Statement and the Prospectus to such
specified date there were any decreases, as compared
with the corresponding period in the preceding year,
in net sales and other income, in earnings from
continuing operations before income taxes or in total
or per share amounts (primary and fully diluted) of
earnings from continuing operations or net earnings,
of the Company and its subsidiaries, except in all
instances for changes or decreases set forth in such
letter, in which case the letter shall be accompanied
by an explanation by the Company as to the
significance thereof unless said explanation is not
deemed necessary by the Representatives;
(3) the amounts included in any unaudited
"capsule" information included or incorporated in the
Registration Statement and the Prospectus do not
agree with the amounts set forth in the unaudited
financial statements for the same periods or were not
determined on a basis substantially consistent with
that of the
<PAGE> 13
13
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and the Prospectus; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company) set forth in the Registration Statement, as amended,
and the Prospectus, as amended or supplemented, and in Exhibit
12 to the Registration Statement, including the information
included or incorporated in Item 1 (excluding information
relating to backlog) and Items 6 and 7 of the Company's Annual
Report on Form 10-K incorporated therein, and the information
included in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form 10-Q,
incorporated in the Registration Statement and the Prospectus,
agrees with the accounting records of the Company and its
subsidiaries, excluding any questions of legal interpretation;
and
(iv) if pro forma financial information is included
or incorporated in the Registration Statement and the
Prospectus, on the basis of a reading of the unaudited pro
forma financial information, carrying out certain specified
procedures, inquiries of certain officials of the Company who
have responsibility for financial and accounting matters, and
proving the arithmetic accuracy of the application of the pro
forma adjustments to the historical amounts in the pro forma
financial information, nothing came to their attention which
caused them to believe that the pro forma financial
information does not comply in form in all material respects
with the applicable accounting requirements of Rule 11-02 of
Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation
of such statements.
References to the Registration Statement and the Prospectus in
this paragraph (e) are to such documents as amended and supplemented at
the date of the letter.
In addition, except as provided in Schedule I hereto, at the
time this Agreement is executed, Ernst & Young LLP shall have furnished
to the Representatives a letter or letters, dated the date of this
Agreement, in form and substance satisfactory to the Representatives,
to the effect set forth above.
(f) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, there shall
not have been (i) any change or decrease specified in the letter or
letters referred to in paragraph (e) of this
<PAGE> 14
14
Section 5 or (ii) any change, or any development involving a
prospective change, in or affecting the business or properties of the
Company and its subsidiaries, taken as a whole, the effect of which in
any case referred to in clause (i) or (ii) above, is, in the judgment
of Morgan Stanley & Co. Incorporated, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or the
delivery of the Purchased Securities as contemplated by the
Registration Statement and the Prospectus.
(g) Subsequent to the execution of this Agreement, there shall
not have been any decrease in the ratings of any of the Company's debt
securities by Moody's Investors Service, Inc. or Standard & Poor's
Corporation.
(h) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates
and documents as the Representatives may reasonably request.
(i) The Company shall have accepted Delayed Delivery Contracts
in any case where sales of Contract Securities arranged by the
Underwriters have been approved by the Company.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancelation
shall be given to the Company in writing or by telephone or telegraph confirmed
in writing.
6. Reimbursement of Underwriters' Expenses. If the sale of the
Purchased Securities provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 5 hereof
is not satisfied or because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities but the Company shall be under no further liability
to the Underwriters with respect to such Securities except as provided in
Section 7 hereof.
7. Indemnification and Contribution. (a) The Company agrees to
indemnity and hold harmless each Underwriter and each person who controls any
Underwriter within the
<PAGE> 15
15
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several (including amounts paid in
settlement of any litigation if such settlement is effected with the written
consent of the Company), to which they or any of them may become subject under
the Act, the Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus or the Prospectus,
or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (i) the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation thereof,
and (ii) such indemnity with respect to the Basic Prospectus or any Prospectus
shall not inure to the benefit of any Underwriter (or any person controlling
such Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof if such person
did not receive a copy of the Prospectus (as amended or supplemented) excluding
documents incorporated therein by reference at or prior to the confirmation of
the sale of such Securities to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a material fact
contained in the Prospectus was corrected in the Prospectus (as amended or
supplemented). This indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party, under
this Section 7, notify the indemnifying
<PAGE> 16
16
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party, otherwise than under this Section 7. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with counsel
reasonable, satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party, or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party, of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the case of paragraph (a)
of this Section 7, representing the indemnified parties under such paragraph (a)
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (b) hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Purchased Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The
<PAGE> 17
17
relative benefits received by the Company on the one hand and the Underwriters
on the other in connection with the offering of the Purchased Securities shall
be deemed to be in the same proportion as the total net proceeds from the
offering of such Purchased Securities (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received by
the Underwriters in respect thereof. The relative fault of the Company on the
one hand and of the Underwriters on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Purchased Securities underwritten and distributed to the
public by such Underwriter were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 7 are several, in proportion to the
respective principal amounts of Purchased Securities purchased by each of such
Underwriters, and not joint.
8. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Purchased Securities agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Purchased Securities set forth opposite their names in Schedule II hereto
bears to the aggregate amount of Purchased Securities set forth opposite their
names of all the remaining Underwriters) the Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Purchased Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Purchased Securities set forth in
Schedule II hereto, the remaining Underwriters shall have the right to
<PAGE> 18
18
purchase all, but shall not be under any obligation to purchase any, of the
Purchased Securities, and if such nondefaulting Underwriters do not purchase all
the Purchased Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section 8, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effective.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.
9. Termination. (a) This Agreement may be terminated for any reason, at
any time by either the Company with respect to any Underwriter or any
Underwriter with respect to itself, upon the giving of thirty (30) days' written
notice of such termination to each other party hereto.
(b) An Underwriter may terminate this Agreement, immediately
upon notice to the Company, at any time prior to the Closing Date (i)
if there has been, since the date of this Agreement or since the
respective dates as of which information is given in the Registration
Statement, any change, or any development involving a prospective
change, in or affecting the business or properties of the Company and
its subsidiaries, shall have occurred the effect of which is, in the
judgment of Morgan Stanley & Co. Incorporated, so material and adverse
to the Company and its subsidiaries taken as a whole as to make it
impractical or inadvisable to proceed with the delivery of such Debt
Securities or (ii) if there shall have occurred any material adverse
change in the financial markets in the United States or any outbreak or
escalation of hostilities or other national or international calamity
or crisis, the effect of which shall be such as to make it, in the
judgment of Morgan Stanley & Co. Incorporated, impracticable to market
the Debt Securities or enforce contracts for the sale of the Debt
Securities, or (iii) if trading in any securities of the Company shall
have been suspended by the Commission or a national securities
exchange, or if trading generally on either the American Stock Exchange
or the New York Stock Exchange shall have been suspended, or minimum or
maximum prices for trading shall have been fixed, or maximum ranges for
prices for securities shall have been required, by either of said
exchanges or by order of the Commission or any other governmental
authority, or if a banking moratorium shall have been declared by
either Federal or New York authorities or if a banking moratorium shall
have been declared by the relevant authorities in the country or
countries of origin of any foreign currency or currencies in which the
Debt Securities are denominated or payable, or (iv) if the rating
assigned by any nationally recognized securities rating agency to any
debt securities of the Company as of the date of this Agreement shall
have been lowered since that date or if any such rating agency shall
have publicly
<PAGE> 19
19
announced that it has placed any debt securities of the Company on what
is commonly termed a "watch list" for possible downgrading, or (v) if
there shall have come to the attention of such Underwriter any facts
that would cause you to believe that the Prospectus, at the time it was
required to be delivered to a purchaser of Debt Securities, contained
an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in light of the
circumstances existing at the time of such delivery, not misleading.
(c) In the event of any termination pursuant to paragraph (a),
neither party will have any liability to the other party hereto, except
that (i) each Underwriter shall be entitled to any commissions earned
in accordance with this Agreement, (ii) if at the time of termination
(a) you shall own any Debt Securities purchased pursuant to this
Agreement with the intention of reselling them or (b) an offer to
purchase any of the Debt Securities has been accepted by the Company
but the time of delivery to the purchaser or his agent of the Debt
Securities relating thereto has not occurred, the covenants set forth
in Section 4 hereof shall remain in effect until such Debt Securities
are so resold or delivered, as the case may be, and (iii) the
provisions of Section 4(d) hereof, the indemnity and contribution
agreements set forth in Section 7 hereof and the provisions of Sections
10 and 12 hereof shall remain in effect.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Purchased Securities. The
provisions of Sections 6 and 7 hereof shall survive the termination or
cancelation of this Agreement.
11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and continued to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 1900 Richmond Road, Cleveland, Ohio 44124,
attention of the Secretary.
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
<PAGE> 20
21
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.
Very truly yours,
TRW Inc.
By:
------------------------------------
Vice President
The foregoing Agreement is hereby confirmed and
accepted as of the date specified in Schedule I
hereto.
Morgan Stanley & Co. Incorporated
By:
---------------------------------------------
For themselves and the other several Underwriters
named in Schedule II to the foregoing Agreement.
<PAGE> 21
SCHEDULE I
Underwriting Agreement dated
Registration Statements No. 33-
Representative(s):
Title, Purchase Price, Currency and Description of Debt Securities:
Title:
Principal amount and currency:
Purchase price and currency (include accrued
interest or amortization, if applicable):
Offering price and currency (include accrued
interest or amortization, if applicable):
Sinking fund provisions:
Redemption provisions:
Other provisions:
Description of Warrants:
Title of Warrant Agreement:
Warrant Agent:
Warrant exercise price, currency and date:
Principal amount and currency of Warrant Securities issuable upon
exercise of one Warrant:
Date after which Warrants may be exercised:
Expiration date:
Detachable date:
Description of Warrant Securities:
Title:
Principal amount and currency:
Purchase price and currency:
Sinking fund provisions:
Redemption provisions:
Other provisions:
Closing Date, Time and Location:
Delayed Delivery Arrangements:
<PAGE> 22
Fee:
Minimum principal amount of each contract: Maximum aggregate principal
amount of all contracts:
Modification of items to be covered by the letter from Ernst & Young
LLP delivered pursuant to Section 5(e) at the time this Agreement
is executed:
<PAGE> 23
SCHEDULE II
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF SECURITIES TO
UNDERWRITERS TO PURCHASED
- ------------ ----------------
<S> <C>
-----------
Total.............................................................
===========
</TABLE>
<PAGE> 24
SCHEDULE III
DELAYED DELIVERY CONTRACT
, 19
[Insert name and address
of lead Representative]
Dear Sirs:
The undersigned hereby agrees to purchase from TRW Inc. (the
"Company"), and the Company agrees to sell to the undersigned, on , 19 ,
(the "Delivery Date"), [specified currency and amount] principal amount of
the Company's (the "Securities") offered by the Company's Basic Prospectus
dated , 19 , and related Prospectus Supplement dated , 19 ,
receipt of a copy of which is hereby acknowledged, at a purchase price of % of
the principal among thereof, plus accrued , if any, thereon from
, 19 , to the date of payment and delivery, and on the further terms
and conditions set forth in this contract.
Payment for the Securities to be purchased by the undersigned shall be
made on or before 11:00 AM on the Delivery Date to or upon the order of the
Company in New York Clearing House (next day) funds, at your office or at such
other place as shall be agreed between the Company and the undersigned, upon
delivery to the undersigned of the Securities in definitive fully registered
form and in such authorized denominations and registered in such names as the
undersigned may request by written or telegraphic communication addressed to the
Company not less than five full business days prior to the Delivery Date. If no
request is received, the Securities will be registered in the name of the
undersigned and issued in a denomination equal to the aggregate principal amount
of Securities to be purchased by the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for Securities on the Delivery Date, and the obligation of the Company to sell
and deliver Securities on the Delivery Date, shall be subject to the conditions
(and neither party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the undersigned, which
purchase the undersigned represents is not prohibited on the date hereof, shall
not on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject, and (2) the Company, on or before the Delivery
Date, shall have sold to certain underwriters (the "Underwriters") such
principal amount of the Securities as is to be sold to them pursuant to the
Underwriting Agreement referred to in the Basic Prospectus and Prospectus
Supplement mentioned above. Promptly after completion of such sale to the
Underwriters, the Company will mail or deliver to the undersigned at its
<PAGE> 25
address set forth below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters in connection
therewith. The obligation of the undersigned to take delivery of and make
payment for the Securities, and the obligation of the Company to cause the
Securities to be sold and delivered, shall not be affected by the failure of any
purchaser to take delivery of and make payment for the Securities pursuant to
other contracts similar to this contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first come, first served basis. If this contract is
acceptable to the Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned, as of the date first above written,
when such counterpart is so mailed or delivered.
This agreement shall be governed by and construed in accordance with
the laws of the State of New York.
Very truly yours,
-------------------------------------------------
(Name of Purchaser)
By
----------------------------------------------
(Signature and Title of Officer)
-------------------------------------------------
(Address)
Accepted:
TRW Inc.
By
----------------------------------------------
(Authorized Signature)
<PAGE> 1
Exhibit 5.1
January 8, 1998
TRW Inc.
1900 Richmond Rd.
Cleveland, Ohio 44124
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of TRW Inc. (the "Company") and have acted in that
capacity in connection with the proposed issuance by the Company of up to
$80,000,000 aggregate principal amount of debt securities ("Debt Securities")
in a public offering being registered pursuant to Rule 462(b) of the General
Rules and Regulations under the Securities Act of 1933, as amended, in a
Registration Statement on Form S-3 (the "Registration Statement").
In my capacity as General Counsel, I am familiar with the proceedings, corporate
and other, relating to the authorization and issuance of the Debt Securities. I
have examined, or caused to be examined, such statutes, instruments relating to
the Company, corporate records of the Company, agreements and other instruments
and documents, and I have made or caused to be made such investigation of law,
as I have deemed appropriate as a basis for the opinion expressed below.
Based upon the foregoing, I am of the opinion that when the Debt Securities are
sold and delivered as contemplated in the Registration Statement, they will be
duly and validly authorized and issued, and will be valid and binding
obligations of the Company.
I hereby consent to the filing of the opinion as an exhibit to the Registration
Statement and to the reference to my name under the caption "Legal Opinions" in
the Prospectus included as part of the Registration Statement Nos. 33-42870
and 33-61711 and incorporated by reference in the Registration Statement.
Very truly yours,
/s/ William B. Lawrence
William B. Lawrence
General Counsel
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in this Registration Statement on Form S-3 and
related Prospectus filed by TRW Inc. pursuant to Rule 462(b) under the
Securities Act of 1933 of our report dated January 20, 1997 with respect to the
consolidated financial statements of TRW Inc. included in the Annual Report on
Form 10-K for the year ended December 31, 1996 for the registration of $80
million of debt securities.
/s/ Ernst & Young LLP
January 8, 1998
Cleveland, Ohio
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
Directors and Certain Officers of
TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc., an Ohio corporation (the
"Corporation"), which anticipates filing with the Securities and Exchange
Commission, Washington, D.C. (the "Commission"), under the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), a Registration
Statement for the purpose of registering under the Securities Act debt
securities and warrants of the Corporation, in an aggregate principal amount
which, together with that portion of the debt obligations authorized by
resolutions adopted by the Directors of the Corporation on July 26, 1995 that
has not been offered, issued or sold at the time of such registration, shall
not exceed an aggregate principal amount of U.S.$700 million (or the equivalent
thereof in foreign currencies or any combination thereof), hereby constitute
and appoint D.B. Goldston, W.B. Lawrence, K.A. Weigand and J.L. Manning, Jr.,
and each of them, as attorneys for the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, to prepare or cause to be prepared, to execute, file and register
such Registration Statement and any and all supplements, amendments (including
post-effective amendments) and exhibits thereto and any and all applications and
other documents to be filed with the Commission or elsewhere pertaining to the
registration of such debt securities and warrants, including, without
limitation, any reports to be filed under the Securities Exchange Act of 1934,
as amended, with full power and authority to do and perform any and all acts
and things and execute any and all documents and instruments which such
attorneys may deem necessary and appropriate in connection with the
registration.
EXECUTED the dates set forth below.
<TABLE>
<S> <C> <C>
/s/ J.T. Gorman /s/ P.S. Hellman /s/ C.G. Miller
- ------------------------------- ----------------------------- -------------------------------
J.T. Gorman P.S. Hellman C.G. Miller
Chairman of the Board, President, Chief Operating Executive Vice President
Chief Executive Officer Officer and Director and Chief Financial Officer
and Director December 10, 1997 December 10, 1997
December 10, 1997
/s/ Thomas A. Connell /s/ Michael H. Armacost
- ------------------------------- ----------------------------- -------------------------------
Thomas A. Connell, Vice President Michael H. Armacost, Director M. Feldstein, Director
and Controller December 10, 1997 December 10, 1997
December 10, 1997
/s/ Robert M. Gates /s/ C.H. Hahn /s/ George H. Heilmeier
- ------------------------------- ----------------------------- -------------------------------
R.M. Gates, Director C.H. Hahn, Director G.H. Heilmeier, Director
December 10, 1997 December 10, 1997 December 10, 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
December 10, 1997 December 10, 1997 December 10, 1997
/s/ D.B. Lewis /s/ James T. Lynn /s/ L.M. Martin
- ------------------------------- ----------------------------- -------------------------------
D.B. Lewis, Director J.T. Lynn, Director L.M. Martin, Director
December 10, 1997 December 10, 1997 December 10, 1997
/s/ J.D. Ong /s/ Richard W. Pogue
- ------------------------------- -----------------------------
J.D. Ong, Director R.W. Pogue, Director
December 10, 1997 December 10, 1997
</TABLE>
<PAGE> 1
Exhibit 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
</TABLE>
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
TRW INC.
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
OHIO 34-0575430
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1900 RICHMOND ROAD
CLEVELAND, OHIO (216)291-7000 44124
(Address of principal executive offices) (Zip Code)
</TABLE>
----
<PAGE> 2
DEBT SECURITIES
(Title of the indenture securities)
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2.Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
Item 16.List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
The Chase Manhattan Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 6th day of January, 1998.
<PAGE> 4
THE CHASE MANHATTAN BANK
By /s/ R.J. Halleran
Ronald J. Halleran
Second Vice President
-3-
<PAGE> 5
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1997, in accordance
with a call made by the Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................................... $ 11,760
Interest-bearing balances ............................................ 4,343
Securities: ..............................................................
Held to maturity securities................................................ 2,704
Available for sale securities.............................................. 37,885
Federal funds sold and securities purchased under
agreements to resell ................................................. 27,358
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,370
Less: Allowance for loan and lease losses 2,760
Less: Allocated transfer risk reserve ........ 13
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................................... 124,597
Trading Assets ............................................................ 64,630
Premises and fixed assets (including capitalized
leases)............................................................... 2,925
Other real estate owned ................................................... 286
Investments in unconsolidated subsidiaries and
associated companies.................................................. 232
Customers' liability to this bank on acceptances
outstanding .......................................................... 2,212
Intangible assets ......................................................... 1,480
Other assets .............................................................. 11,117
------
TOTAL ASSETS ..............................................................
$291,529
=========
</TABLE>
- 4 -
<PAGE> 6
LIABILITIES
<TABLE>
<CAPTION>
<S> <C>
Deposits
In domestic offices .................................................... $86,574
Noninterest-bearing ...................................... $31,818
Interest-bearing ......................................... 54,756
--------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .............................................................. 69,887
Noninterest-bearing ...................................... $ 3,777
Interest-bearing ......................................... 66,110
Federal funds purchased and securities sold under agree-
ments to repurchase ......................................................... 45,307
Demand notes issued to the U.S. Treasury .................................... 161
Trading liabilities ......................................................... 47,406
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less .......................... 4,578
With a remaining maturity of more than one year .
through three years.............................................. 261
With a remaining maturity of more than three years...................... 131
Bank's liability on acceptances executed and outstanding 2,212
Subordinated notes and debentures ........................................... 5,715
Other liabilities ........................................................... 12,355
TOTAL LIABILITIES ........................................................... 274,587
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................. 0
Common stock ................................................................. 1,211
Surplus (exclude all surplus related to preferred stock)... 10,294
Undivided profits and capital reserves ....................................... 5,414
Net unrealized holding gains (losses)
on available-for-sale securities ............................................. 7
Cumulative foreign currency translation adjustments .......................... 16
TOTAL EQUITY CAPITAL ......................................................... 16,942
-------
TOTAL LIABILITIES AND EQUITY CAPITAL .........................................
$291,529
==========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
