-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0sVdPJ4e4Qp+/d68GDQLm93G4IzdDSh7rFYcYD07x7Z//8wJinjuvRz69Ytrjp9 +/uKFw4wNBHQfHeYvbFPTQ== 0000950152-96-005338.txt : 19961024 0000950152-96-005338.hdr.sgml : 19961024 ACCESSION NUMBER: 0000950152-96-005338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961023 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961023 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02384 FILM NUMBER: 96646984 BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 8-K 1 TRW INC. 8-K 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): October 23, 1996 ----------------------- TRW Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-2384 34-0575430 - --------------------- ----------------------- ------------------ (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 1900 Richmond Road, Cleveland, Ohio 44124 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (216) 291-7000 N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events On October 23, 1996, the Company's Board of Directors approved a two-for-one split of the Company's common stock, without par value, (the "Common Stock"). The shares of Common Stock for the stock split will be issued as a stock dividend (the "Stock Dividend") and will be distributed on December 9, 1996 to holders of record of the Common Stock on November 8, 1996. As a result of the Stock Dividend, certain adjustments will be made pursuant to the terms and conditions of (a) the Company's Rights Agreement, dated as of April 24, 1996, between the Company and National City Bank, as Rights Agent, which provides purchase rights to holders of Common Stock, and (b) the terms of the Company's Serial Preference Stock II set forth in the Company's Amended Articles of Incorporation. The Company's Directors also declared a quarterly cash dividend of $0.31 per share of Common Stock (on a post-stock dividend basis), payable on December 15, 1996 to holders of record of Common Stock on November 8, 1996. This represents an increase in the quarterly dividend of thirteen percent. Item 7. Financial Statements and Exhibits (b) Exhibits 99 Press release issued by the Company on October 23, 1996 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. Date: October 23, 1996 By: /s/ Martin A. Coyle ------------------------------------- Martin A. Coyle Executive Vice President, General Counsel and Secretary 4 INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT 99 Press Release, dated October 23, 1996 EX-99 2 EXHIBIT 99 1 EXHIBIT 99 NEW RELEASE TRW Inc. [TRW LOGO] 1900 Richmond Road Cleveland, OH 44124 - ------------------------------------------------------------------------------ For Immediate Release Contact Jay A. McCaffrey 216.291.7179 TRW BOARD SPLITS STOCK TWO-FOR-ONE; INCREASES DIVIDEND CLEVELAND, October 23, 1996 - The Board of Directors of TRW Inc. (NYSE: TRW) today approved a two-for-one split of the company's common stock in the form of a 100 percent stock dividend. The stock dividend is payable on December 9, 1996, to shareholders of record at the close of business on November 8, 1996, and will increase the number of outstanding shares of common stock from 63.2 million to 126.4 million. The board also approved a $0.31 cash dividend on the post-split shares, payable on December 15, 1996, to shareholders of record at the close of business on November 8, 1996. This represents a 13 percent increase in the company's quarterly dividend or an increase from 55 cents to 62 cents per share on a pre-split basis. It is the 233rd consecutive dividend declared on the company's common stock. TRW has paid higher dividends per share each year since 1971. "This dividend increase enables our shareholders to benefit from their company's success. Today's action once again affirms the board's commitment to improving shareholder value with dividend increases that reflect our earnings growth," said Joseph T. Gorman, chairman and chief executive officer. "The company has never been stronger, and the prospects for continued growth in our core markets -- occupant safety systems, steering systems, spacecraft, systems integration, and electronics for automotive and defense -- are excellent." The directors also declared a regular quarterly dividend of $1.10 per share on the Serial Preference Stock II (Series 1) and $1.125 per share on the Serial Preference Stock II (Series 3) to shareholders of record at the close of business on November 8, 1996. TRW provides advance technology products and services for the automotive and space and defense markets. The company's news releases are available through TRW's corporate web site (http://www.trw.com/). ### -----END PRIVACY-ENHANCED MESSAGE-----