<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 26, 1999
--------------------
TRW Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Ohio 1-2384 34-575430
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
1900 Richmond Road, Cleveland, OH 44124
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 291-7000
-------------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events
On May 26, 1999, TRW Inc. (the "Company") issued a press release
announcing the sale of $2.4 billion aggregate principal amount of debt
securities. The securities consist of $400 million aggregate principal amount of
6 1/2% Notes Due 2002, $700 million aggregate principal amount of 6 5/8% Notes
Due 2004, $750 million aggregate principal amount of 7 1/8% Notes Due 2009, and
$550 million aggregate principal amount of 7 3/4% Debentures Due 2029. A copy of
the press release is attached as Exhibit 99 and is incorporated herein by
reference.
The securities were sold in a private placement inside the United
States and outside the United States under Rule 144A and Regulation S,
respectively, or under other applicable exemptions from registration under the
Securities Act of 1933. The proceeds from the sale of the Securities will be
used to repay a portion of the commercial paper borrowings incurred in
connection with the Company's acquisition of LucasVarity plc.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
(99) Press release issued by TRW Inc., dated May 26, 1999.
<PAGE> 3
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/ William B. Lawrence
-----------------------------
William B. Lawrence
Executive Vice President,
General Counsel and Secretary
DATE: May 27, 1999
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
(99) Press release issued by TRW Inc., dated May 26, 1999.
<PAGE> 1
Exhibit (99)
NEWS RELEASE TRW Inc.
1900 Richmond Road
Cleveland, OH 44124 [LOGO] TRW
- --------------------------------------------------------------------------------
For Immediate Release Contact
Jay McCaffrey
216.291.7179
TRW ANNOUNCES SALE OF $2.4 BILLION OF DEBT SECURITIES
CLEVELAND, Ohio, May 26, 1999 -- TRW Inc. (NYSE: TRW), announced today the sale
of $2.4 billion in aggregate principal amount of debt securities. The securities
consist of $400 million aggregate principal amount of 6 1/2% Notes Due 2002,
$700 million aggregate principal amount of 6 5/8% Notes Due 2004, $750 million
aggregate principal amount of 7 1/8% Notes Due 2009, and $550 million aggregate
principal amount of 7 3/4% Debentures Due 2029. The transaction is scheduled to
close June 2, 1999.
The proceeds from the sale of the securities will be used to repay a portion of
the commercial paper borrowings incurred in connection with TRW's acquisition of
LucasVarity plc. The securities have been sold inside the United States and
outside the United States in a private placement under Rule 144A and Regulation
S, respectively, or under other applicable exemptions from registration under
the Securities Act of 1933.
The securities have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act. This news
release shall not constitute an offer to sell or the solicitation of an offer to
buy the securities. This news release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
TRW provides advanced technology products and services for the global
automotive, aerospace, and information systems markets.
###
