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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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)
BDM 401(k) SAVINGS PLAN
(FULL TITLE OF THE PLAN)
WILLIAM B. LAWRENCE, Secretary of TRW Inc.
1900 Richmond Road, Cleveland, Ohio 44124
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 291-7000
(Telephone Number, Including Area Code, Of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share(1) offering price registration fee
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Common Stock, par value
$0.625 per share, of
TRW Inc. 500,000(2) $27,125,000 $8,001.88
Participations in the Plan(3)
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(1) Indeterminable since shares are not used for accounting under the Plan.
Contributions to the Plan are a percentage of the participant's
compensation and are accounted for in dollars. The dollars credited to a
participant's account will vary from time to time depending upon the
market value of securities held by the Plan and other factors.
(2) This figure (calculated on the basis of $54.25 per share, the average
of the high and low prices of TRW Common included in the NYSE-Composite
Transactions report for March 19, 1998, as published in the Midwest
edition of The Wall Street Journal) represents the estimated maximum
number of currently outstanding shares of TRW Common which could be
purchased under the Plan with the estimated $27,125,000 maximum aggregate
employee contributions and employer contributions to the Plan for the
period from January 1, 1998 through December 31, 2000, inclusive.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
participation interests to be offered or sold pursuant to the Plan
described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) (i) the TRW Inc. ("TRW") Annual Report on Form 10-K for the year
ended December 31, 1997;
(ii) the financial statements for The BDM International, Inc.
401(k) Savings Plan (the "Plan") as of December 31 and
December 25, 1996 and December 25, 1995 and for the year ended
December 25, 1996 included in the BDM International, Inc.
Annual Report on Form 11-K for the year ended December 31, 1996;
(b) (i) the description of TRW capital stock filed as Exhibit 4(a)
to TRW's Quarterly Report on Form 10-Q dated May 9, 1996,
including any amendments and reports filed for the purpose of
updating such description; and
(ii) the Rights Agreement between TRW and National City Bank
as Rights Agent filed as Exhibit 1 to TRW's Form 8-A
Registration Statement dated April 25, 1996.
Until TRW 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 TRW or the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the purchase of shares of TRW Common Stock, par value
$0.625 per share, under the Plan and the purchase of participation interests in
the Plan have been passed upon by William B. Lawrence, Esq., 1900 Richmond Road,
Cleveland, Ohio 44124. Mr. Lawrence, Executive Vice President, General Counsel
and Secretary of TRW, is a shareholder of TRW.
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code and TRW's Regulations provide for indemnification
of TRW's Directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933. TRW maintains insurance
indemnifying Directors and officers in certain cases and with certain deductible
limits. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors and officers, TRW has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The "Exhibit Index" on page 5 is hereby incorporated by reference.
The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
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<PAGE> 3
Item 9. Undertakings.
A. Undertaking Pursuant to Rule 415.
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 (i) and (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 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.
B. Undertaking Regarding Documents Subsequently Filed Under the Exchange Act.
The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
C. Undertaking Regarding Indemnification.
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
THE REGISTRANT. 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 20th day of
March, 1998.
TRW INC.
By /s/ William B. Lawrence
----------------------------------------------
William B. Lawrence, Executive Vice President,
General Counsel 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.
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SIGNATURE TITLE DATE
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J. T. GORMAN* Chairman of the Board, Chief March 20, 1998
Executive Officer and Director
P. S. HELLMAN* President, Chief Operating March 20, 1998
Officer and Director
C. G. MILLER* Executive Vice President and March 20, 1998
Chief Financial Officer
T. A. CONNELL* Vice President and Controller March 20, 1998
M. H. ARMACOST* Director March 20, 1998
M. FELDSTEIN* Director March 20, 1998
R. M. GATES* Director March 20, 1998
C. H. HAHN* Director March 20, 1998
G. H. HEILMEIER* Director March 20, 1998
K. N. HORN* Director March 20, 1998
E. B. JONES* Director March 20, 1998
W. S. KISER* Director March 20, 1998
D. B. LEWIS* Director March 20, 1998
J. T. LYNN* Director March 20, 1998
L. M. MARTIN* Director March 20, 1998
J. D. ONG* Director March 20, 1998
R. W. POGUE* Director March 20, 1998
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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 a power of attorney executed by
each of such officers and Directors and filed with the Securities and Exchange
Commission.
March 20, 1998
* By /s/ William B. Lawrence
-------------------------------------
William B. Lawrence, Attorney-in-fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Committee on Employee Benefits of the Plan 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 20th day of March,
1998.
BDM 401(k) SAVINGS PLAN
By /s/ William B. Lawrence
------------------------------------
William B. Lawrence, Attorney-in-fact
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<PAGE> 5
EXHIBIT INDEX
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Exhibit No. Exhibit Description
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5 Legal Opinion of William B. Lawrence, General Counsel of TRW Inc.
23(a) Consent of Ernst & Young LLP
23(b) Consent of Coopers & Lybrand L.L.P.
The Consent of William B. Lawrence is contained in his opinion filed as Exhibit 5 to
this Registration Statement.
24(a) Power of Attorney of the Committee on Employee Benefits of
the BDM 401(k) Savings Plan.
24(b) Power of Attorney of the Directors and certain officers of TRW Inc.
24(c) Certified Resolutions of the Directors of TRW Inc.
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<PAGE> 1
EXHIBIT 5
[TRW Inc. Letterhead]
March 20, 1998
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
and
The Committee on Employee Benefits
of the BDM 401(k) Savings Plan
c/o BDM International, Inc.
1501 BDM Way
McLean, Virginia 22101
Re: The BDM 401(k) Savings Plan
---------------------------
Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") to effect the registration under the Securities Act of 1933, as
amended, of shares of common stock of TRW ("Shares") and related participation
interests to be offered under The BDM 401(k) Savings Plan (the "Plan").
I am familiar with the Plan, as amended to date; the Defined Contribution Plans
Master Trust Agreement between BDM International, Inc. ("BDM") and State Street
Bank and Trust Company, as amended to date (the "Trust Agreement"); the
proceedings taken by BDM in connection with the adoption of the Plan; the
proposed issuance and sale of participation interests in the Plan; and the
proposed offering of Shares under the Plan. I am also familiar with TRW's
Amended Articles of Incorporation and 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.
<PAGE> 2
TRW Inc.
The Committee on Employee Benefits
March 20, 1998
Page 2
Based on the foregoing, I am of the opinion that the Shares will, when acquired
by the participants pursuant to the terms of the Plan, be validly issued, fully
paid and nonassessable. I am further of the opinion that the participation
interests in the Plan, created in accordance with the Plan and Trust Agreement,
will, when acquired by the participants pursuant to the terms of the Plan, be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement and in the
Plan documents prepared pursuant to the requirements of Part I of Form S-8.
Sincerely,
/s/ William B. Lawrence
William B. Lawrence
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated January 19, 1998, with respect to the
consolidated financial statements of TRW Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cleveland, Ohio
March 20, 1998
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of TRW Inc. of our report dated June 18, 1997, on our
audits of the financial statements and supplemental schedules of the BDM
International, Inc. 401(k) Savings Plan as of December 31 and December 25, 1996
and December 25, 1995 and for the year ended December 25, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
McLean, Virginia
March 20, 1998
<PAGE> 1
EXHIBIT 24(a)
POWER OF ATTORNEY
Members of the Committee on Employee Benefits of
the BDM 401(k) Savings Plan
THE UNDERSIGNED members of the Committee on Employee Benefits of the BDM
401(k) Savings Plan (the "Plan") hereby appoint D. B. Goldston, W. B. Lawrence,
D. F. Menz, K. A. Weigand and J. L. Manning, Jr., and each of them, as attorneys
for the Plan and for the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the Plan and the
undersigned, to prepare or cause to be prepared, to execute and file with the
Securities and Exchange Commission, Washington, D. C. (the "Commission") (i) an
annual report on Form 11-K for the fiscal year ended December 31, 1997, or
information in lieu thereof, and any transition reports under the Securities
Exchange Act of 1934 (the "Exchange Act"); (ii) a registration statement or
statements on Form S-8 or any other appropriate form or forms pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of registering
participations in the Plan, and, if appropriate, shares of Common Stock of TRW
Inc. to be acquired, issued, contributed or sold in connection with the Plan;
and (iii) any and all amendments, including post-effective amendments, and
exhibits to such annual report and registration statements, and any and all
applications or other documents to be filed with the Commission or elsewhere
pertaining to the securities to which such registration statement(s) relate(s),
with full power and authority to take or cause to be taken all other actions
deemed necessary or appropriate to effect the filing of the annual report, or
information in lieu thereof, under the Exchange Act or the registration under
the Act of the participations in and, if appropriate, the shares of Common Stock
of TRW Inc. offered or to be offered pursuant to the Plan.
EXECUTED on the dates set forth below.
/s/ Ann Killian /s/ Kathy Lazar
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ANN KILLIAN KATHY LAZAR
Committee on Committee on
Employee Benefits Employee Benefits
March 19, 1998 March 19, 1998
/s/ Donna Kasle
------------------------
DONNA KASLE
Committee on
Employee Benefits
March 19, 1998
<PAGE> 1
EXHIBIT 24(b)
POWER OF ATTORNEY
Directors and Certain Officers of TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint D. B.
Goldston, W. B. Lawrence, D. F. Menz, 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 BDM 401(k) Savings
Plan and shares of TRW Common Stock offered in connection therewith; (2) any and
all amendments (including post-effective amendments), prospectuses and exhibits
to such Registration Statement; and (3) any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the securities to which such Registration Statement relates, 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
document.
EXECUTED the dates set forth below.
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/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 11, 1998
February 11, 1998 February 11, 1998
/s/ T. A. Connell /s/ M. H. Armacost /s/ M. Feldstein
- ------------------------------ ---------------------------- -----------------------------
T. A. Connell, Vice President M. H. Armacost, Director M. Feldstein, Director
and Controller February 11, 1998 February 11, 1998
February 11, 1998
/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 11, 1998 February 11, 1998 February 11, 1998
/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 11, 1998 February 11, 1998 February 11, 1998
/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 11, 1998 February 11, 1998 February 11, 1998
/s/ J. D. Ong /s/ R. W. Pogue
- ------------------------------ ----------------------------
J. D. Ong, Director R. W. Pogue, Director
February 11, 1998 February 11, 1998
</TABLE>
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EXHIBIT 24(c)
C E R T I F I C A T E
I, Kathleen A. Weigand, do hereby certify that I am a duly elected,
qualified and acting Assistant Secretary of TRW Inc. ("TRW"), an Ohio
corporation; that attached hereto and marked as "Exhibit A" is a true and
correct copy of resolutions duly adopted by the Directors of TRW at a meeting
thereof duly called and held on February 11, 1998, at which meeting a quorum was
present and acting throughout; and that said resolutions have not been modified,
revoked or rescinded in any manner and are now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have caused the seal
of TRW to be affixed hereto at Lyndhurst, Ohio this 20th day of March, 1998.
/s/ Kathleen A. Weigand
Assistant Secretary
<PAGE> 2
Exhibit A
RESOLVED that any officer or assistant officer of the Corporation is authorized
and empowered, for and on behalf of the Corporation, to prepare or cause to be
prepared, to execute and to file with the Securities and Exchange Commission,
Washington, D.C. (the "Commission"), a registration statement on Form S-8 or any
other appropriate form or forms pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering participations in, and the
shares of Common Stock of the Corporation, or other securities of the
Corporation, to be acquired, issued, contributed or sold in connection with, the
BDM 401(k) Savings Plan, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement and to existing
registration statements relating to such plan; and to take such other action as
may be necessary and appropriate to effect registration under the Act of the
participations in such plan and the shares of Common Stock of the Corporation,
or other securities of the Corporation, offered or to be offered pursuant to
such plan, including the execution of a power of attorney evidencing the
authority set forth herein;
FURTHER RESOLVED that David B. Goldston, William B. Lawrence, David F. Menz,
Kathleen A. Weigand and J. Lawrence Manning, Jr. and each of them is appointed
an attorney for the Corporation, with full power of substitution and
resubstitution, to execute and file, for and on behalf of the Corporation, such
proposed registration statement and any and all such amendments, including
post-effective amendments, and exhibits thereto, and any and all applications or
other documents to be filed with the Commission or elsewhere pertaining to such
registration or amendments, with full power and authority to take or cause to be
taken all other actions which they deem necessary and appropriate to effect the
purposes of the foregoing resolution;
FURTHER RESOLVED that any officer or assistant officer of the Corporation is
authorized and empowered, for and on behalf of the Corporation, to execute,
certify, deliver, file and record all agreements, documents and instruments and
to take or cause to be taken any other actions deemed necessary and appropriate
to give effect to the transactions approved and authorized pursuant to the
foregoing resolutions; and
FURTHER RESOLVED that if, in connection with the preparation, execution and
delivery of the registration statement and related documents approved and
authorized pursuant to the foregoing resolutions, any particular form of
resolution or resolutions is required by the Commission or other agency to
effect filing hereunder, the resolution or resolutions shall be deemed adopted
when certified by the Secretary (or any Assistant Secretary) of the Corporation;
provided, however, that the resolutions do not exceed or contradict the
authorities granted pursuant to the foregoing resolutions.
