-----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, D+E+PShRELpOEvl+LlGPop6DvEGSK6K4+42NpymtagvAfut3+mGTWpCz5rZpeCG0 QdIM1qKJ2wIHZ9KILCBYNg== 0000950152-97-003822.txt : 19970514 0000950152-97-003822.hdr.sgml : 19970514 ACCESSION NUMBER: 0000950152-97-003822 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970513 EFFECTIVENESS DATE: 19970513 SROS: CBOE SROS: NYSE SROS: PHLX SROS: PSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27003 FILM NUMBER: 97602816 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 S-8 1 TRW INC. DEFERRED COMPENSATION PLAN S-8 1 Registration No. 33- As filed with the Securities and Exchange Commission on May 13, 1997 ================================================================================ 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) --------------- DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF TRW INC. (Full title of the plan) --------------- MARTIN A. COYLE, SECRETARY OF TRW INC. 1900 RICHMOND ROAD CLEVELAND, OHIO 44124 (216) 291-7200 (Name and Address, Including Zip Code; and Telephone Number, Including Area Code, of Agent for Service) ---------------
CALCULATION OF REGISTRATION FEE ================================================================================================================================== Proposed Amount to be maximum Proposed maximum Title of securities to be registered offering price aggregate offering price Amount of registration registered per share fee - ---------------------------------------------------------------------------------------------------------------------------------- Deferred Compensation Obligations(1) $3,000,000 100% $3,000,000 $909.09 - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.625 per share 100,000 $53.00(2) $5,300,000(3) $1,606.06 ================================================================================================================================== (1) The Deferred Compensation Obligations are unsecured obligations of TRW Inc. to pay deferred compensation in the future in accordance with the terms of the Deferred Compensation Plan for Non-Employee Directors of TRW Inc. (2) The maximum offering price per share is based upon an estimate, solely for the purpose of computing the registration fee. (3) This figure (calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of TRW Common Stock of $53.00 included in the NYSE-Composite Transactions report for May 9, 1997, as published in the Midwest edition of The Wall Street Journal) represents the maximum aggregate offering price of the number of shares of TRW Common Stock registered under this Form S-8.
2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by TRW Inc. ("TRW" or the "Company") are incorporated herein by reference, except to the extent that any statement or information therein is modified, superseded or replaced by a statement or information contained in any other subsequently filed document incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the year ended December 31, 1996. (2) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. (3) the Company's Current Report on Form 8-K, dated February 5, 1997. (4) The description of the Common Stock, par value $0.625 per share, of the Company ("TRW Common Stock"), filed with the Securities and Exchange Commission on May 13, 1997, as Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and all amendments and reports filed for the purpose of updating that description. Until the Company 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 the Company or the Plan (as defined below) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and prior to the termination of the offering of the securities registered pursuant to this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents. 3 ITEM 4. DESCRIPTION OF SECURITIES. Under the Deferred Compensation Plan for Non-Employee Directors of TRW Inc. (the "Plan"), the Company will provide for the deferral of a portion or all of the compensation otherwise payable to non-employee Directors of the Company (the "Eligible Directors"). As described in the Plan, the amount of compensation to be deferred for each Eligible Director is equal to: (i) 50 percent of the Eligible Director's base annual retainer (the "Automatic Deferral") otherwise payable by the Company; and (ii) any other portion that the Eligible Director elects to defer of the remaining 50 percent of the Eligible Director's base annual retainer and any portion of the retainer that the Eligible Director may receive for chairing one of the committees of the Directors of the Company (the "Elective Deferral") (collectively, the "Obligations"). The Automatic Deferral will be deferred in equivalent shares of TRW Common Stock (the "Shares") on the date compensation would otherwise be payable and distributed in Shares, equal to the aggregate number of equivalent Shares of the Automatic Deferrals and earnings from undistributed cash dividends. The Company has established an irrevocable rabbi trust that will hold the automatically-deferred Shares in a trust account on behalf of each Eligible Director. Distributions of the Automatic Deferral will begin following the date that the Eligible Director ceases to serve as a Director of the Company in accordance with instructions provided by the Eligible Director at the time of election. The Elective Deferral will be held in phantom accounts and indexed to the performance of one or more investment funds established under The TRW Employee Stock Ownership and Stock Savings Plan. Elections of deferred compensation by an Eligible Director for any calendar year may not be amended or revoked after the beginning of the calendar year for which services are to be performed and elective deferral has been made. Distribution of amounts of the Elective Deferral will be made in cash, denominated and payable in United States dollars, equal to the amounts deferred and any gains or losses on those amounts based on the performance of the funds in which the Eligible Director elects to invest. Distributions of the Elective Deferral will begin in accordance with instructions provided by the Eligible Director at the time of election and/or in accordance with the terms of the Plan in the absence of such instructions. The Plan is deemed unfunded for tax purposes and is not governed by the Employee Retirement Income Security Act of 1974. The Company is not required to set aside assets to be used for payment of the Obligations under the Plan, and the Obligations are unsecured general obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan. An Eligible Director is a general creditor of the Company with respect to his or her rights to receive future distributions under the Plan. The rights of the Eligible Director, or his or her beneficiary(ies), to receive distributions under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Eligible Director, or of his or her beneficiary(ies), except by will or by the laws of descent and distribution. 2 4 This Plan may from time to time be amended, modified or terminated at the sole discretion of the Board or the Executive Committee of the Directors of the Company. No amendment, modification or termination shall adversely affect an Eligible Director's existing accruals of deferred compensation. The description of the terms and conditions of the Plan and the Obligations discussed in this Item 4 is qualified by reference to the Plan, which is filed as Exhibit 4(b) to this Registration Statement and incorporated herein by reference. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the Obligations and the Shares being registered has been passed upon by Martin A. Coyle, Executive Vice President, General Counsel and Secretary of TRW. Mr. Coyle is not eligible to participate in the Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees, and agents within prescribed limits. Ohio law permits, and the Company's Regulations require, the Company to indemnify a Director, officer, employee and certain other persons ("Covered Persons") against expenses, judgments, fines, and settlements reasonably incurred in a nonderivative suit, and against expenses reasonably incurred in a derivative suit, if the Covered Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company. In addition, Ohio law permits, and the Company's Regulations require, the Company to indemnify a Covered Person in a criminal action or proceeding, other than in a derivative suit, if the person had no reasonable cause to believe his or her conduct was unlawful. The Company's Regulations require the Company to indemnify a Covered Person against amounts paid in settlement of a derivative action up to an amount that would reasonably have been expended in the person's defense if the proceeding had been prosecuted to conclusion. Unless ordered by a court, no indemnification of expenses in a derivative suit is authorized by Ohio law or permitted by the Company's Regulations if the Covered Person is finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company. However, if a Covered Person is successful on the merits or in defense of any matter, indemnification of expenses is mandatory. In addition, under Ohio law, a Director's expenses shall be paid by the Company as they are incurred, provided the Director agrees to reasonably cooperate with the Company and to repay the amounts advanced if it is proved by clear and convincing evidence that the Director's action or failure to act was done with reckless disregard for the best interests of the Company. The Company's Regulations permit the Company to make payments in advance of final disposition of an action to Covered Persons if authorized by the Company's Directors. Under Ohio law, a Director is not liable for monetary damages unless it is proved by clear and convincing evidence that the Director's action or failure to act was undertaken with deliberate 3 5 intent to cause injury to the Company or with reckless disregard for the best interests of the Company. There is, however, no comparable provision limiting the liability of officers, employees or agents of a corporation. Neither the statutory right to indemnification, nor the rights set forth in the Company's Regulations, is exclusive, and each is in addition to any other rights granted to persons seeking indemnification. The Company's Directors and officers are insured under policies of insurance maintained by the Company against certain losses, subject to various limitations and exclusions, arising from claims made against them, including claims made against them under the securities laws, by reason of being or having been Directors or officers. Insurance is also provided, subject to various limitations and exclusions, to certain officers and Directors acting in their capacities as fiduciaries. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibits to this Registration Statement are listed in the Exhibit Index on Page 7, which Exhibit Index is incorporated herein by this reference. ITEM 9. UNDERTAKINGS. 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 (1)(i) and (1)(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 4 6 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. (4) 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 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. 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. 5 7 SIGNATURES 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 13th day of May, 1997. 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, Chief May 13, 1997 Executive Officer and Director P. S. HELLMAN* President, Chief Operating May 13, 1997 Officer and Director C. G. MILLER* Executive Vice President and May 13, 1997 Chief Financial Officer T. A. CONNELL* Vice President and Controller May 13, 1997 M. FELDSTEIN* Director May 13, 1997 R. M. GATES* Director May 13, 1997 C. H. HAHN* Director May 13, 1997 G. H. HEILMEIER* Director May 13, 1997 K. N. HORN* Director May 13, 1997 E. B. JONES* Director May 13, 1997 W. S. KISER* Director May 13, 1997 D. B. LEWIS* Director May 13, 1997 J. T. LYNN* Director May 13, 1997 L. M. MARTIN* Director May 13, 1997 J. D. ONG* Director May 13, 1997 R. W. POGUE* Director May 13, 1997
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. * By /s/ Martin A. Coyle May 13, 1997 ------------------- Martin A. Coyle, Attorney-in-fact 6 8
EXHIBIT INDEX ------------- EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE - ------ ---------------------- ------------- 4(a) The Company's Amended -- Articles of Incorporation (Incorporated herein by reference to Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997) 4(b) Deferred Compensation Plan 9 for Non-Employee Directors of TRW Inc. 5 Opinion of Martin A. Coyle 21 23(a) Consent of Martin A. Coyle (included in Exhibit 5) 23(b) Consent of Ernst & Young LLP 22 24 Power of Attorney 23
7 EX-4.B 2 EXHIBIT 4(B) 1 EXHIBIT 4(b) DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF TRW INC. JULY 1, 1997 2
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF TRW INC. -------------------------------------- TABLE OF CONTENTS PAGE Section 1. Effective Date.................................................................... 1 Section 2. Purpose........................................................................... 1 Section 3. Eligibility....................................................................... 1 Section 4. Administration.................................................................... 1 Section 5. Deferral of Compensation.......................................................... 2 Section 6. Effect of Deferral Elections...................................................... 3 Section 7. Deferred Compensation Account..................................................... 3 Section 8. Value of Deferred Compensation Accounts........................................... 5 Section 9. Distribution of Account........................................................... 5 Section 10. Acceleration of Account Distribution Due to Unforeseeable Emergency.................................................... 7 Section 11. Death of Eligible Director; Distribution of Account Balance................................................... 7 Section 12. Acceleration of Account Distribution Due to Change in Control.......................................................... 8 Section 13. Eligible Directors' Rights Unsecured................................................. 9 Section 14. Assignability....................................................................... 10 Section 15. Amendment........................................................................... 10
3 SECTION 1. EFFECTIVE DATE. The effective date of the Deferred Compensation Plan for Non-Employee Directors of TRW Inc. (the "Plan") is July 1, 1997 (the "Effective Date"). SECTION 2. PURPOSE. The purposes of the Plan are to align a significant portion of Director compensation with creating and sustaining shareholder value and to attract and retain a diverse and truly superior Board of Directors. The Plan is intended to serve as the mechanism that will allow each eligible Director to defer all or a portion of the compensation otherwise payable to him or her for his or her services to TRW Inc. (the "Company"). SECTION 3. ELIGIBILITY. Each Director of the Company who is not an employee of the Company or of one of its subsidiaries shall be eligible to, and shall participate in, the Plan (the "Eligible Director"). Following the Effective Date of the Plan, (i) a non-employee Director will be deemed an Eligible Director as of the effective date of his or her election as a Director of the Company, and (ii) an employee Director will be deemed an Eligible Director as of the date he or she ceases to be an employee of the Company or of one of its subsidiaries but continues to be a Director, in accordance with the provisions of the Directors' retirement policy as amended from time to time. Eligibility to receive and defer compensation pursuant to this Plan will cease upon the earlier of the Eligible Director's termination of service as a Director of the Company or upon his or her death. SECTION 4. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee") consisting of the following three officers of the Company: the Executive Vice President and Chief 4 Financial Officer, the Executive Vice President and General Counsel, and the Executive Vice President of Human Resources. The Committee shall have the power to (i) determine all questions of fact or interpretation regarding Plan provisions; (ii) adopt rules, regulations and procedures deemed necessary and appropriate to carry out the Plan's operation; and (iii) maintain or cause to be maintained necessary and appropriate records. The Committee's determinations on questions of fact or interpretation of Plan provisions will be binding on all parties. The Committee may delegate its authority to carry out specific responsibilities given to it under the Plan. SECTION 5. DEFERRAL OF COMPENSATION. (a) Automatic Deferral. One-half (50 percent) of the annual retainer, exclusive of any retainer paid for chairing a Committee of the Directors, (the "Base Annual Retainer") otherwise payable by the Company to an Eligible Director for his or her services to the Company on or after the Effective Date, will be automatically deferred in equivalent shares of TRW Common Stock (the "Automatic Deferral") under the Plan. The shares will be held in trust for the Eligible Director's benefit. (b) Elective Deferral. In addition to the Automatic Deferral described above, an Eligible Director may elect to defer all or a portion of the remaining 50 percent of his or her Base Annual Retainer (the "Elective Deferral"), expressed either as a dollar amount or as a percentage, and any retainer that he or she may receive for chairing one of the Committees of the Directors of the Company (together, the "Available Retainer"). With respect to the initial elections under the Plan for 1997, an Eligible Director may elect to defer all or any portion of the Available Retainer for services to be performed on or after the Effective Date, by completing a deferral election form prescribed by the Secretary of the Company (the "Secretary") and returning it to the - 2 - 5 Secretary with the following effect: (i) on or before June 13, 1997 for effect as of July 1; (ii) on or before July 15, 1997 for effect by August 1; and (iii) on or before July 31, 1997 for effect September 1. An Eligible Director who (i) is elected a Director of the Company following the Effective Date of the Plan or (ii) ceases to be an employee of the Company or one of its subsidiaries but continues to be a Director may choose to defer all or any portion of the Available Retainer for his or her subsequent services to the Company, provided that the prescribed deferral election form is delivered to the Secretary within 30 days after the effective date of the Eligible Director's (i) election as a Director of the Company or (ii) change in employment status. For years subsequent to 1997, an Eligible Director who elects to defer all or a portion of the Available Retainer must execute the prescribed election form and deliver it to the Secretary prior to the first day of the calendar year for which the election is to be effective. If the Director becomes eligible to participate in the Plan during the calendar year, the prescribed deferral election form must be delivered to the Secretary within 30 days after the effective date of the Eligible Director's (i) election as a Director of the Company or (ii) change in employment status. SECTION 6. EFFECT OF DEFERRAL ELECTIONS. Deferral elections, expressed either as a dollar amount or as a percentage, made under this Plan with respect to any calendar year may not be amended or revoked after the beginning of the calendar year with respect to compensation to be received for services performed during that calendar year. SECTION 7. DEFERRED COMPENSATION ACCOUNT. As of the Effective Date of the Plan, or the effective date of the Director's eligibility, as appropriate, the Company shall establish an unfunded deferred - 3 - 6 compensation account (the "Account") for each Eligible Director consisting of an Automatic Deferral portion and an Elective Deferral portion, if any. (a) Automatic Deferral Portion. The Company will establish a trust account for the benefit of the Eligible Directors. On the first business day of each month, the Company will transfer to the trustee of the trust account one-twelfth (1/12) of the amount of each Eligible Director's Automatic Deferral, to be used by the trustee to purchase equivalent shares of TRW Common Stock that will be held in the trust account. The trustee will participate in the Company's Dividend Reinvestment Plan, and all cash dividends will be reinvested in TRW Common Stock for the Eligible Directors' benefit. (b) Elective Deferral Portion. This portion of the Eligible Director's Account will consist of (i) amounts rolled over from the Eligible Director's Account under the former Deferred Compensation Plan for Non-Employee Directors of TRW Inc., if applicable, and (ii) any portion of the Available Retainer that the Eligible Director elects to defer. These amounts will be held in phantom accounts and indexed to the performance of one or more investment funds established under The TRW Employee Stock Ownership and Stock Savings Plan (the "Stock Savings Plan"). Allocation of the Elective Deferral portion of the Eligible Director's Account to any of the available investment funds must be made in increments of 25 percent. The Eligible Director's allocation choices shall be implemented as soon as practicable, in the sole discretion of the Committee. Subject to any restrictions imposed by Section 16(b) of the Securities Exchange Act of 1934, the Eligible Director may, at any time, (i) change his or her allocation choices with respect to future Elective Deferrals or (ii) reallocate the hypothetical investment earnings in the existing Elective Deferral portion of his or her Account. Changes or reallocations so made must also be in increments of 25 percent. - 4 - 7 The Committee shall have the right to substitute investment fund choices for the Elective Deferral portion of the Accounts from time to time, without adversely affecting existing accruals in the Eligible Directors' Accounts. Hypothetical investment earnings shall continue to accrue until the Eligible Director's Account is fully distributed. SECTION 8. VALUE OF DEFERRED COMPENSATION ACCOUNTS. The value of each Eligible Director's Account shall reflect all amounts deferred, including gains and losses from the hypothetical investments, and shall be determined on the last day of each month (the "Valuation Date"). The value of hypothetical investments in the Stock Savings Plan shall be based upon the valuation date under the Stock Savings Plan coincident with or immediately preceding such Valuation Dates. The amount in an Eligible Director's Account as of each Valuation Date that has not been previously deemed invested shall be deemed invested in a hypothetical investment on such date, based on the value of the hypothetical investment on such date. SECTION 9. DISTRIBUTION OF ACCOUNT. No distributions may be made from an Eligible Director's Account, except as provided in this Section and Sections 11 and 12. (a) Automatic Deferral Portion. Automatic Deferral amounts and earnings from the Company's Dividend Reinvestment Plan credited to an Account shall be distributed, beginning as soon as practicable, after the Eligible Director ceases to hold office as a Director of the Company. The distribution shall be made in whole shares of TRW Common Stock, valued at the fair market value of a share of TRW Common Stock on the date of distribution. The Eligible Director shall specify, at the time set forth in - 5 - 8 Section 5 for making Elective Deferrals, how distribution is to be made with respect to this portion of his or her Account: (1) as a single payment, with any fractional shares being paid in cash; or (2) in regular annual installments payable over a period not to exceed 10 years, with fractional shares paid in cash at the time of the final installment payment. (b) Elective Deferral Portion. Elective Deferral amounts and the relevant hypothetical investment earnings credited to an Account shall be distributed in accordance with the instructions given to the Secretary by the Eligible Director at the time of his or her election to defer all or a portion of the Available Retainer and may begin as of: (1) the date the Eligible Director ceases to hold office as a Director of the Company; (2) the date the Eligible Director reaches an age at which he or she may earn unlimited amounts without penalty under the Social Security Act and the regulations promulgated thereunder; or (3) such other date specified by the Eligible Director on the election form (at least two years from the date deferral of compensation begins). Distribution of an Account may be made as a single payment or in regular annual installments over a period of not more than 10 years. All distributions from the Elective Deferral portion of the Account will be made in cash, denominated and payable in United States dollars, equal to the amounts deferred - 6 - 9 and any gains or losses on those amounts, based on the performance of the investment funds to which the Eligible Director allocated his or her deferred compensation. The Eligible Director may change his or her Elective Deferral distribution instructions by subsequent written notice to the Secretary, but any such change will apply only to future deferrals. If an Eligible Director should fail to give the Secretary instructions as to the type of distribution preferred, his or her Account will be distributed as a single payment as soon as practicable following the date on which he or she ceases to hold office as a Director of the Company. SECTION 10. ACCELERATION OF ACCOUNT DISTRIBUTION DUE TO UNFORESEEABLE EMERGENCY. An Eligible Director will be permitted to receive distribution of all or a part of the Elective Deferral portion of his or her Account if the Committee determines that an unforeseeable emergency has occurred. An unforeseeable emergency is one that is caused by an event beyond the Eligible Director's control and that would cause severe financial hardship to him or her if the distribution of all or a part of the Elective Deferral portion of his or her Account were not approved. Any distribution approved under this provision shall be limited to the amount deemed necessary to meet the emergency. SECTION 11. DEATH OF ELIGIBLE DIRECTOR; DISTRIBUTION OF ACCOUNT BALANCE. In the event of the death of an Eligible Director before he or she has received full distribution of his or her Account, the value of the Account balance remaining to be distributed shall be determined as of the Valuation Date coincident with or immediately following the Eligible Director's death. The Account balance shall, as soon as practicable, be distributed in a single payment to the beneficiary or beneficiaries designated by the Eligible Director. In the event that an Eligible Director has failed to name a beneficiary, his or her Account balance shall be distributed to his or her estate. - 7 - 10 SECTION 12. ACCELERATION OF ACCOUNT DISTRIBUTION DUE TO CHANGE IN CONTROL. In the event of a change in control of the Company, an Eligible Director's Account balance may become subject to immediate distribution in accordance with the Eligible Director's election instructions; provided, however, that the Eligible Director specifically stipulated on his or her election form that such accelerated payout be made. For purposes of this Plan, a change in control, as defined in resolutions adopted by the Compensation and Stock Option Committee of the Directors of the Company on July 26, 1989, will be deemed to have occurred if: (i) the Corporation is merged or consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than 51 percent of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock ("Voting Stock" consists of the then-outstanding securities entitled to vote generally in the election of Directors of the Corporation) immediately prior to such transaction; (ii) the Corporation sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person if less than 51 percent of the combined voting power of the then-outstanding voting securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock immediately prior to such sale or transfer; (iii) there is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20 percent or more of the combined voting power of the Voting Stock; - 8 - 11 (iv) the Corporation shall file a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder (or any successor schedule, form or report or item therein) that a change in control of the Corporation has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or (v) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Corporation's shareholders, of each Director of the Corporation first elected during such period was approved by a vote of at least two-thirds of the Directors of the Corporation then still in office who were Directors of the Corporation at the beginning of any such period. Notwithstanding the foregoing definition, a "change in control" shall not be deemed to have occurred solely because (i) the Corporation, (ii) an entity in which the Corporation directly or indirectly beneficially owns more that 50 percent of the voting securities or (iii) any employee stock ownership plan sponsored by the Corporation or any other employee benefit plan of the Corporation, or any entity holding shares of Voting Stock for or pursuant to the terms of any such plan, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Item 1 of Form 8-K or Item 6(e) of Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 20 percent or otherwise, or because the Corporation reports that a change in control of the Corporation has or may have occurred or will or may occur in the future by reason of such beneficial ownership... SECTION 13. ELIGIBLE DIRECTORS' RIGHTS UNSECURED. This Plan is deemed unfunded for tax purposes and is not governed by the Employee Retirement Income Security Act of 1974. Consequently, for purposes of this Plan, no assets shall be segregated and placed beyond the reach of the Company's general creditors. The right of an Eligible Director to receive future installments under the - 9 - 12 provisions of this Plan shall be an unsecured claim against the general assets of the Company. Accordingly, the Eligible Directors will have the status of general unsecured creditors of the Company, and the Plan constitutes a mere promise by the Company to make Account distributions in the future. SECTION 14. ASSIGNABILITY. The right of the Eligible Director, or of his or her beneficiary, to receive distribution of his or her Account pursuant to the provisions of this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Eligible Director, or of his or her beneficiary, except by will or by the laws of descent and distribution. SECTION 15. AMENDMENT. This Plan may at any time or from time to time be amended, modified or terminated by the Directors or the Executive Committee of the Directors of the Company. No amendment, modification or termination shall adversely affect an Eligible Director's Account, without his or her consent. - 10 - EX-5 3 EXHIBIT 5 1 EXHIBIT 5 May 13, 1997 TRW Inc. 1900 Richmond Rd. Cleveland, Ohio 44124 Re: Deferred Compensation Plan for Non-Employee Directors of TRW Inc. Ladies and Gentlemen: As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in connection with the preparation and filing of a registration statement on Form S-8 ("Registration Statement") with the Securities and Exchange Commission to register (i) three million dollars ($3,000,000) of obligations representing unsecured obligations of TRW to pay deferred compensation in the future (the "Obligations") and (ii) one hundred thousand (100,000) shares of common stock of TRW, par value $0.625 per share ("Shares"), in accordance with the terms of the Deferred Compensation Plan for Non-Employee Directors of TRW Inc. (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended. I am familiar with the Plan; the proceedings taken by TRW in connection with the adoption of the Plan; the Registration Statement; and the resolutions of the Directors of TRW relating to the filing of the Registration Statement. I am also familiar with TRW's Amended Articles of Incorporation and Amended 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. Based upon the foregoing, I am of the opinion that, when issued in accordance with the provisions of the Plan, the Obligations will be valid and binding obligations of TRW, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. With respect to the Shares issuable under the Plan, I am of the opinion that they will be validly issued, fully paid and nonassessable, when acquired by the Plan participants pursuant to the terms of the Plan. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement, in the Plan documents prepared pursuant to the requirements of Part I of Form S-8, and in any amendments to the foregoing. Sincerely, /s/ Martin A. Coyle 21 EX-23.B 4 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 20, 1997, with respect to the consolidated financial statements of TRW Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Cleveland, Ohio May 13, 1997 22 EX-24 5 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY Directors and Certain Officers of TRW Inc. THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint M. A. Coyle, J. C. Diggs, W. A. Fullmer, 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 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 1997 TRW Long-Term Incentive Plan, the 1994 TRW Long-Term Incentive Plan, the 1989 TRW Long-Term Incentive Plan, and stock options and stock appreciation rights granted or to be granted pursuant to the 1984 Stock Option Plan and the 1979 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/ 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 4, 1997 February 4, 1997 February 4, 1997 /s/ T. A. Connell /s/ M. Feldstein - ----------------------------- ------------------------------ --------------------------- T. A. Connell, Vice President M. H. Armacost, Director M. Feldstein, Director and Controller February 4, 1997 February 4, 1997 February 4, 1997 /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 4, 1997 February 4, 1997 February 4, 1997 /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 4, 1997 February 4, 1997 February 4, 1997 /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 4, 1997 February 4, 1997 February 4, 1997 /s/ J. D. Ong /s/ R. W. Pogue - ----------------------------- ------------------------------ J. D. Ong, Director R. W. Pogue, Director February 4, 1997 February 4, 1997
23 -----END PRIVACY-ENHANCED MESSAGE-----