S-8 1 TRW INC. S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1995 REGISTRATION NO. 33- -------------------------------------------------------------------------------- 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) THE TRW CANADA STOCK SAVINGS PLAN (FULL TITLE OF THE PLAN) MARTIN A. COYLE, Secretary of TRW Inc. 1900 Richmond Road, Cleveland, Ohio 44124 (NAME AND ADDRESS OF AGENT FOR SERVICE) (216) 291-7200 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE ================================================================================
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 ------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.625 per share, of TRW Inc. 17,893 (2) $825,000(3) $285 Participations in the Plan(4) -------------------------------------------------------------------------------- (1) Indeterminable since the price per unit of participation in the Plan will vary from time to time depending upon the market value of securities held by the Plan and other factors. Contributions to the Plan are a percentage of the participant's compensation and are accounted for in Canadian dollars. (2) This figure (calculated on the basis of $67.0625 per share, the average of the high and low prices of TRW Common included in the NYSE-Composite Transactions report for March 21, 1995, 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 $1,200,000 maximum aggregate employee contributions and employer contributions to the Plan covered by this Registration Statement for the period from May 1, 1995 through April 30, 1996, inclusive. (3) Estimated maximum aggregate employee contributions covered by this Registration Statement during the period from May 1, 1995 through April 30, 1996, inclusive. (4) 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.
THIS IS PAGE ONE OF A TOTAL OF 16 PAGES. THE EXHIBIT INDEX IS ON PAGE 6 OF THIS FILING. 2 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, 1994; (ii) the financial statements required by Form 11-K for The TRW Canada Stock Savings Plan (the "Plan") for the year ended December 31, 1994, attached as Exhibit 28(b) to the TRW Annual Report on Form 10-K for the year ended December 31, 1994; (b) (i) the description of TRW capital stock contained in Exhibit 4(a) to TRW's Annual Report on Form 10-K for the year ended December 31, 1988; and (ii) the Rights Agreement between TRW and Bankers Trust Company filed as Exhibit 2 to TRW's Form 8-A Registration Statement dated December 21, 1988. (National City Bank, Cleveland, Ohio, serves as successor Rights Agent pursuant to the terms of the Rights Agreement.) 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 Martin A. Coyle, Esq., 1900 Richmond Road, Cleveland, Ohio 44124. Mr. Coyle, Executive Vice President, General Counsel and Secretary of TRW, is a shareholder of TRW and also a Director and the President of TRW Canada Limited. 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. - 2 - 3 Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The "Exhibit Index" on page 6 is hereby incorporated by reference. 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. - 3 - 4 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. - 4 - 5 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 27th day of March, 1995. TRW INC. By /s/ Martin A. Coyle -------------------------------------- Martin A. Coyle, Executive Vice President and Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- J. T. GORMAN* Chairman of the Board, Director March 27, 1995 and Chief Executive Officer P. S. HELLMAN* President, Director and Chief March 27, 1995 Operating Officer R. D. SUGAR* Executive Vice President and Chief Financial Officer March 27, 1995 C. G. MILLER* Vice President and Controller March 27, 1995 M. H. ARMACOST* Director March 27, 1995 C. T. DUNCAN* Director March 27, 1995 M. FELDSTEIN* Director March 27, 1995 R. M. GATES* Director March 27, 1995 C. H. HAHN* Director March 27, 1995 G. H. HEILMEIER* Director March 27, 1995 K. N. HORN* Director March 27, 1995 E. B. JONES* Director March 27, 1995 W. S. KISER* Director March 27, 1995 J. T. LYNN* Director March 27, 1995 R. W. POGUE* Director March 27, 1995
MARTIN A. COYLE, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of each of the above-named officers and Directors of TRW Inc., pursuant to a power of attorney executed by each of such officers and Directors and filed with the Securities and Exchange Commission. March 27, 1995 * By /s/ Martin A. Coyle --------------------------------- Martin A. Coyle, Attorney-in-fact THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Board of Administration 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 27th day of March, 1995. THE TRW CANADA STOCK SAVINGS PLAN By /s/ Martin A. Coyle --------------------------------- Martin A. Coyle, Attorney-in-fact - 5 - 6
EXHIBIT INDEX Exhibit No. Exhibit Description Page No. ----------- ------------------- -------- 5(a) Legal Opinion of Martin A. Coyle, General Counsel of TRW Inc..................................................................... 7 5(b) Legal Opinion of Cassels, Mitchell, Canadian counsel........................... 9 23(a) Consent of Ernst & Young....................................................... 10 23(b) Consent of Ernst & Young LLP................................................... 11 -- The Consent of Martin A. Coyle is contained in his opinion filed as Exhibit 5(a) to this Registration Statement -- The Consent of Cassels, Mitchell is contained in its opinion filed as Exhibit 5(b) to this Registration Statement 24(a) Powers of Attorney of Members of The Board of Administration of The TRW Canada Stock Savings Plan.............................................. 12 24(b) Power of Attorney of the Directors and certain officers of TRW Inc.................................................... 13 24(c) Certified Resolutions of the Directors of TRW Inc.............................. 14
- 6 - EX-5.A 2 TRW INC. S-8 EXHIBIT 5(A) 1 [TRW Letterhead] Exhibit 5(a) March 27, 1995 TRW Inc. 1900 Richmond Road Cleveland, Ohio 44124 and Board of Administration The TRW Canada Stock Savings Plan 1900 Richmond Road Cleveland, Ohio 44124 Re: The TRW Canada Stock 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 TRW Canada Stock Savings Plan ("Plan"). I am familiar with the Plan, as amended to date; the trust agreement between TRW Canada Limited ("TRW Canada") and The Royal Trust Company and United States Trust Company of New York as co-trustees (the "Trust Agreement"); the proceedings taken by TRW Canada 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 the records relating to the organization of TRW and TRW Canada including their respective Articles of Incorporation and amendments thereto, and Regulations and By-Laws, respectively, 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. 2 TRW Inc. Board of Administration March 27, 1995 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. Insofar as the foregoing opinion involves matters relating to the laws of Canada or a Province thereof, I have relied upon the opinion of Messrs. Cassels, Mitchell of Toronto, Canada. 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/ Martin A. Coyle Martin A. Coyle General Counsel EX-5.B 3 TRW INC. S-8 EXHIBIT 5(B) 1 [Cassels, Mitchell Letterhead] Exhibt 5(b) 15th March, 1995. TRW Inc. Law Department 1900 Richmond Road Cleveland, Ohio 44124 U.S.A. Dear Sirs: Re: The TRW Canada Stock Savings Plan Form S-8 Registration Statement ------------------------------------------ We are delivering this opinion in connection with the preparation and filing with the U.S. 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 Inc. and related participation interests to be offered under The TRW Canada Stock Savings Plan (the "Plan"). We are of the opinion that: The rights and/or interests of the participants in the Plan, when acquired by participants pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable, under the laws of Canada and the Province of Ontario. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the Registration Statement and in the Plan documents prepared pursuant to the requirements of Part 1 of Form S-8. Yours very truly, /s/ Walter G. Cassels Walter G. Cassels/lb EX-23.A 4 TRW INC. S-8 EXHIBIT 23(A) 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 March 17, 1995 with respect to the financial statements of The TRW Canada Stock Savings Plan included in Exhibit 28(b) to the TRW Inc. Annual Report (Form 10-K), for the year ended December 31, 1994, filed with the Securities and Exchange Commission. /s/ Ernst & Young ERNST & YOUNG Hamilton, Ontario March 27, 1995 EX-23.B 5 TRW INC. S-8 EXHIBIT 23(B) 1 Exhibit 23(b) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8) of our report dated January 23, 1995 with respect to the consolidated financial statements of TRW Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Cleveland, Ohio March 27, 1995 EX-24.A 6 TRW INC. S-8 EXHIBIT 24(A) 1 Exhibt 24(a) POWER OF ATTORNEY Members of the Board of Administration of The TRW Canada Stock Savings Plan THE UNDERSIGNED members of the Board of Administration of The TRW Canada Stock Savings Plan (the "Plan") hereby appoint M. A. Coyle, C. T. Harvie, W.S. Page, III 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 to file from time to time with the Securities and Exchange Commission, Washington, D.C. (the "Commission") (i) an annual report on Form 11-K for the year ended December 31, 1994, or information in lieu thereof, 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 which in the judgment of such person may be 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/ R. F. Anderson /s/ C. P. Reidel ------------------- ------------------- R. F. ANDERSON C. P. REIDEL Member of the Board Member of the Board of Administration of Administration February 20, 1995 February 9, 1995 /s/ J. M. Roosevelt ------------------- J. M. ROOSEVELT Member of the Board of Administration February 6, 1995 EX-24.B 7 TRW INC. S-8 EXHIBIT 24(B) 1 Exhibit 24(b) POWER OF ATTORNEY Directors and Certain Officers of TRW Inc. THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint M. A. Coyle, C. T. Harvie, W. S. Page, III, J. Powers and J. L. Manning, Jr., and each of them, as attorneys for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned in the capacity specified, to prepare or cause to be prepared, to execute and to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended (1) a Registration Statement or amendments to previously filed Registration Statements with respect to participations in The TRW Employee Stock Ownership and Stock Savings Plan and shares of TRW Common Stock offered in connection therewith; (2) a Registration Statement or amendments to previously filed Registration Statements with respect to participations in The TRW Canada Stock Savings Plan and shares of TRW Common Stock offered in connection therewith; (3) a Registration Statement or amendments to previously filed Registration Statements relating to stock options, stock appreciation rights, restricted stock, performance shares and other stock-based grants granted or to be granted pursuant to the 1994 TRW Long-Term Incentive Plan, the 1989 TRW Long-Term Incentive Plan, stock options and stock appreciation rights granted or to be granted pursuant to the 1984 Stock Option Plan and the 1979 Stock Option Plan, as amended, and stock options granted or to be granted pursuant to the 1973 Stock Option Plan and the 1967 Stock Option Plan, each as amended, and shares of TRW Common Stock offered in connection therewith; (4) any and all amendments (including post-effective amendments), prospectuses and exhibits to such Registration Statements; and (5) any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the securities to which any such Registration Statements relate, with full power and authority to take or cause to be taken such other action which in the judgment of such person may be necessary or appropriate to effect the filing of such documents. EXECUTED the dates set forth below.
/s/ J. T. Gorman /s/ P. S. Hellman /s/ R. D. Sugar ---------------------------- ------------------------ --------------------------- J. T. Gorman, P. S. Hellman, R. D. Sugar, Chairman of the Board, President, Executive Vice President Chief Executive Officer Chief Operating Officer and Chief Financial Officer and Director and Director February 8, 1995 February 8, 1995 February 8, 1995 /s/ C. G. Miller /s/ M. H. Armacost /s/ C. T. Duncan ---------------------------- ------------------------ --------------------------- C. G. Miller, Vice President M. H. Armacost, Director C. T. Duncan, Director and Controller February 8, 1995 February 8, 1995 February 8, 1995 /s/ M. Feldstein /s/ C. H. Hahn /s/ G. H. Heilmeier ---------------------------- ------------------------ --------------------------- M. Feldstein, Director C. H. Hahn, Director G. H. Heilmeier, Director February 8, 1995 February 8, 1995 February 8, 1995 /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 8 , 1995 February 8, 1995 February 8, 1995 /s/ J. T. Lynn /s/ R. W. Pogue /s/ R. M. Gates ---------------------------- ------------------------ --------------------------- J. T. Lynn, Director R. W. Pogue, Director R. M. Gates, Director February 8, 1995 February 8, 1995 February 8, 1995
EX-24.C 8 TRW INC. S-8 EXHIBIT 24(C) 1 Exhibit 24(c) C E R T I F I C A T E I, Jean M. Schmidt, 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 8, 1995, 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 27th day of March, 1995. /s/ Jean M. Schmidt ------------------- Assistant Secretary 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"), (i) registration 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, 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 TRW Employee Stock Ownership and Stock Savings Plan and The TRW Canada Stock Savings Plan, and any and all amendments, including post-effective amendments, and exhibits to such registration statements and to existing registration statements relating to such Stock Savings Plans; (ii) registration statements on Form S-8 or any other appropriate form or forms pursuant to the Act, for the purpose of registering stock options and stock appreciation rights granted or to be granted pursuant to the 1984, 1979, 1973 and 1967 Stock Option Plans, and any and all amendments, including post-effective amendments, and exhibits to such registration statements and to existing registration statements relating to such Option Plans; and (iii) a registration statement on Form S-8 or other applicable form or forms, pursuant to the Act, for the purpose of registering the stock options, stock appreciation rights, performance-based restricted stock, restricted stock, performance shares and other stock-based grants granted or to be granted and the shares of Common Stock of the Corporation, or other securities of the Corporation, to be issued pursuant to the terms of the 1994 TRW Long- Term Incentive Plan (the "1994 Plan") and the 1989 TRW Long-Term Incentive Plan (the "1989 Plan"), and any and all amendments, including post-effective amendments, and exhibits to such registration statements and to existing registration statements relating to the 1994 Plan and the 1989 Plan, and to take such other action as may be necessary or appropriate to effect registration under the Act of the participations in all such plans and the shares of Common Stock of the Corporation, or other securities of the Corporation, offered or to be offered pursuant to all such plans, including the execution of a power of attorney evidencing the authority set forth herein; FURTHER RESOLVED that Walter S. Page, III 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 statements 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 registrations or amendments, with full power and authority to take or cause to be taken all other actions which in the judgment of such person may be necessary or 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 take any and 3 all action which he or she deems necessary or appropriate in order to effect the registration or qualification of 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, (i) The TRW Employee Stock Ownership and Stock Savings Plan and The TRW Canada Stock Savings Plan, (ii) the 1984, 1979, 1973 or 1967 Stock Option Plans or (iii) the 1994 Plan or 1989 Plan (the "Securities") for offer and sale under the securities or Blue Sky laws of any of the states of the United States of America or of any other jurisdiction, and, in connection therewith, to execute, acknowledge, verify, deliver, file and publish all such applications, reports, issuer's covenants, resolutions and other papers and instruments as may be required under such laws, and to take any and all further action which he or she may deem necessary or appropriate in order to maintain any such registration or qualification for as long as he or she deems it to be in the best interest of the Corporation; FURTHER RESOLVED that any officer or assistant officer of the Corporation is authorized and empowered, for and on behalf of the Corporation, to take any and all action, including the filing of consents to service of process, which he or she may deem necessary or appropriate in order to register the Corporation as a dealer or broker in any state of the United States of America or of any other jurisdiction wherein such registration may be required under the securities laws thereof in connection with the sale, registration or qualification of the Securities and to appoint the appropriate official agent of the Corporation for the purpose of receiving and accepting process; 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 which such person shall deem necessary or 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 statements 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, such resolution or resolutions shall be deemed adopted hereby when certified by the Secretary (or any Assistant Secretary) of the Corporation; provided, however, that such resolutions do not exceed or contradict the authorities granted pursuant to the foregoing resolutions. -2-