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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 23, 1999
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TRW Inc.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-2384 34-575430
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation ) File Number) Identification Number)
1900 Richmond Road, Cleveland, OH 44124
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 291-7000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On November 23, 1999, TRW Inc. (the "Company") issued a press release
announcing that it had entered into an agreement for the sale of its Lucas
Diesel Systems and associated aftermarket business to Delphi Automotive Systems.
In the press release, the Company also reported on the status of its efforts to
reduce debt related to its acquisition of LucasVarity. A copy of the press
release is attached as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
(99) Press release issued by TRW Inc., dated November 23,
1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRW Inc.
By: /s/ Kathleen A. Weigand
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Kathleen A. Weigand
Assistant General Counsel and
Assistant Secretary
DATE: November 23, 1999
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EXHIBIT INDEX
Exhibit Number Description
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(99) Press release issued by TRW Inc., dated November 23, 1999.
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Exhibit 99
NEWS RELEASE TRW Inc. TRW
1900 Richmond Road
Cleveland, Ohio 44124
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For Immediate Release Contact
Jay A. McCaffrey
216.291.7179
TRW DIVESTS DIESEL SYSTEMS BUSINESS;
REPORTS ON REDUCTION OF ACQUISITION-RELATED DEBT
CLEVELAND, November 23, 1999 -- TRW Inc. (NYSE: TRW) today announced that it has
entered into an agreement for the sale of its Lucas Diesel Systems and
associated aftermarket business to Delphi Automotive Systems. The transaction is
valued at approximately $871 million US or (pound)538 million UK before tax, and
is expected to be complete at, or near, the end of the year. During the
transition, TRW and Delphi will work together to meet fully all customer
requirements.
"The sale of this noncore business is part of TRW's overall strategy, after the
acquisition earlier this year of LucasVarity, to reduce debt by $2.5 billion by
the end of calendar year 2000," said Joseph T. Gorman, chairman and chief
executive officer. "We are pleased with the sale of this business and, more
broadly, the overall progress we are making in reducing our debt."
The sale of Lucas Diesel Systems represents a major step in achieving the asset
sale portion of the overall debt-reduction plan. Total debt reduction from asset
sales currently stands at approximately $1.1 billion, including net proceeds
from the sale of Lucas Diesel Systems and net proceeds already realized from the
sale of other businesses and nonrevenue-producing assets since the acquisition
of LucasVarity.
The company also announced that it expects to generate additional net proceeds
of approximately $200 million pursuant to agreements in principle for the sale
of two businesses and the planned sale yet this year of additional
nonrevenue-producing assets. In calendar year 2000, the company expects to raise
from the sale of nonrevenue-producing assets sufficient net proceeds to enable
total debt reduction to exceed $1.5 billion. In addition to proceeds from asset
sales, TRW expects to generate approximately $1.0 billion from operating cash
flow to achieve its total debt-reduction goal.
--more---
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TRW/2
Due to current market conditions and the ability to meet debt-reduction targets
otherwise, TRW is no longer pursuing the disposition of its Engine Components
business.
The Lucas Diesel Systems and associated aftermarket business, headquartered in
Paris, France, has approximately 8,600 employees. The business had approximately
$1.1 billion in sales in 1998.
Important factors that could cause TRW's actual results to differ materially
from the forward-looking statements contained in this release include the
ability to close the transactions described herein, and to realize cash from
operations, which may be affected by a number of matters including the company's
ability to achieve customer awards and funding, realize cost reductions,
mitigate pricing pressure, and effectively implement the restructuring program
and the integration of LucasVarity into the company. Additional factors can be
found in Item 7, "Management's Discussion and Analysis--Forward-Looking
Statements," in the company's most recent Quarterly Report on Form 10-Q. TRW
undertakes no obligation to update any forward-looking statement.
TRW provides advanced-technology products and services for the global
automotive, aerospace, and information systems markets. The company's news
releases are available through TRW's corporate Web site, www.trw.com.
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