-----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, OOa5fLnf/Tdp13nAcciTugd5DgjPiESxAbzT51ew46xiZAPZHbFozSCzRZe3cfa0 Acy5McK8DZJL2e8CK7lUuQ== 0000950152-98-002226.txt : 19980324 0000950152-98-002226.hdr.sgml : 19980324 ACCESSION NUMBER: 0000950152-98-002226 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980323 EFFECTIVENESS DATE: 19980323 SROS: NYSE 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: SEC FILE NUMBER: 333-48445 FILM NUMBER: 98570591 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.--FORM S-8/BDM 401(K) SAVINGS PLAN 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1998 REGISTRATION NO. 333- ================================================================================ 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) BDM 401(k) SAVINGS PLAN (FULL TITLE OF THE PLAN) WILLIAM B. LAWRENCE, Secretary of TRW Inc. 1900 Richmond Road, Cleveland, Ohio 44124 (NAME AND ADDRESS OF AGENT FOR SERVICE) (216) 291-7000 (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. 500,000(2) $27,125,000 $8,001.88 Participations in the Plan(3) - -------------------------------------------------------------------------------------------------------------------------
(1) Indeterminable since shares are not used for accounting under the Plan. Contributions to the Plan are a percentage of the participant's compensation and are accounted for in dollars. The dollars credited to a participant's account will vary from time to time depending upon the market value of securities held by the Plan and other factors. (2) This figure (calculated on the basis of $54.25 per share, the average of the high and low prices of TRW Common included in the NYSE-Composite Transactions report for March 19, 1998, 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 $27,125,000 maximum aggregate employee contributions and employer contributions to the Plan for the period from January 1, 1998 through December 31, 2000, inclusive. (3) 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. 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, 1997; (ii) the financial statements for The BDM International, Inc. 401(k) Savings Plan (the "Plan") as of December 31 and December 25, 1996 and December 25, 1995 and for the year ended December 25, 1996 included in the BDM International, Inc. Annual Report on Form 11-K for the year ended December 31, 1996; (b) (i) the description of TRW capital stock filed as Exhibit 4(a) to TRW's Quarterly Report on Form 10-Q dated May 9, 1996, including any amendments and reports filed for the purpose of updating such description; and (ii) the Rights Agreement between TRW and National City Bank as Rights Agent filed as Exhibit 1 to TRW's Form 8-A Registration Statement dated April 25, 1996. 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 William B. Lawrence, Esq., 1900 Richmond Road, Cleveland, Ohio 44124. Mr. Lawrence, Executive Vice President, General Counsel and Secretary of TRW, is a shareholder of TRW. 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. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The "Exhibit Index" on page 5 is hereby incorporated by reference. The undersigned registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. - 2 - 3 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. 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. - 3 - 4 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 20th day of March, 1998. TRW INC. By /s/ William B. Lawrence ---------------------------------------------- William B. Lawrence, Executive Vice President, General Counsel 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 March 20, 1998 Executive Officer and Director P. S. HELLMAN* President, Chief Operating March 20, 1998 Officer and Director C. G. MILLER* Executive Vice President and March 20, 1998 Chief Financial Officer T. A. CONNELL* Vice President and Controller March 20, 1998 M. H. ARMACOST* Director March 20, 1998 M. FELDSTEIN* Director March 20, 1998 R. M. GATES* Director March 20, 1998 C. H. HAHN* Director March 20, 1998 G. H. HEILMEIER* Director March 20, 1998 K. N. HORN* Director March 20, 1998 E. B. JONES* Director March 20, 1998 W. S. KISER* Director March 20, 1998 D. B. LEWIS* Director March 20, 1998 J. T. LYNN* Director March 20, 1998 L. M. MARTIN* Director March 20, 1998 J. D. ONG* Director March 20, 1998 R. W. POGUE* Director March 20, 1998
WILLIAM B. LAWRENCE, 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 20, 1998 * By /s/ William B. Lawrence ------------------------------------- William B. Lawrence, Attorney-in-fact THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Committee on Employee Benefits 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 20th day of March, 1998. BDM 401(k) SAVINGS PLAN By /s/ William B. Lawrence ------------------------------------ William B. Lawrence, Attorney-in-fact - 4 - 5 EXHIBIT INDEX
Exhibit No. Exhibit Description - ----------- ------------------- 5 Legal Opinion of William B. Lawrence, General Counsel of TRW Inc. 23(a) Consent of Ernst & Young LLP 23(b) Consent of Coopers & Lybrand L.L.P. The Consent of William B. Lawrence is contained in his opinion filed as Exhibit 5 to this Registration Statement. 24(a) Power of Attorney of the Committee on Employee Benefits of the BDM 401(k) Savings Plan. 24(b) Power of Attorney of the Directors and certain officers of TRW Inc. 24(c) Certified Resolutions of the Directors of TRW Inc.
- 5 - EX-5 2 EXHIBIT 5 1 EXHIBIT 5 [TRW Inc. Letterhead] March 20, 1998 TRW Inc. 1900 Richmond Road Cleveland, Ohio 44124 and The Committee on Employee Benefits of the BDM 401(k) Savings Plan c/o BDM International, Inc. 1501 BDM Way McLean, Virginia 22101 Re: The BDM 401(k) 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 BDM 401(k) Savings Plan (the "Plan"). I am familiar with the Plan, as amended to date; the Defined Contribution Plans Master Trust Agreement between BDM International, Inc. ("BDM") and State Street Bank and Trust Company, as amended to date (the "Trust Agreement"); the proceedings taken by BDM 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 TRW's Amended Articles of Incorporation and 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. 2 TRW Inc. The Committee on Employee Benefits March 20, 1998 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. 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/ William B. Lawrence William B. Lawrence EX-23.A 3 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 January 19, 1998, with respect to the consolidated financial statements of TRW Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Cleveland, Ohio March 20, 1998 EX-23.B 4 EXHIBIT 23(B) 1 EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of TRW Inc. of our report dated June 18, 1997, on our audits of the financial statements and supplemental schedules of the BDM International, Inc. 401(k) Savings Plan as of December 31 and December 25, 1996 and December 25, 1995 and for the year ended December 25, 1996. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. McLean, Virginia March 20, 1998 EX-24.A 5 EXHIBIT 24(A) 1 EXHIBIT 24(a) POWER OF ATTORNEY Members of the Committee on Employee Benefits of the BDM 401(k) Savings Plan THE UNDERSIGNED members of the Committee on Employee Benefits of the BDM 401(k) Savings Plan (the "Plan") hereby appoint D. B. Goldston, W. B. Lawrence, D. F. Menz, K. A. Weigand 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 file with the Securities and Exchange Commission, Washington, D. C. (the "Commission") (i) an annual report on Form 11-K for the fiscal year ended December 31, 1997, or information in lieu thereof, and any transition reports 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 deemed 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/ Ann Killian /s/ Kathy Lazar - ------------------------ ------------------------ ANN KILLIAN KATHY LAZAR Committee on Committee on Employee Benefits Employee Benefits March 19, 1998 March 19, 1998 /s/ Donna Kasle ------------------------ DONNA KASLE Committee on Employee Benefits March 19, 1998 EX-24.B 6 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 D. B. Goldston, W. B. Lawrence, D. F. Menz, 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 BDM 401(k) Savings Plan and shares of TRW Common Stock offered in connection therewith; (2) any and all amendments (including post-effective amendments), prospectuses and exhibits to such Registration Statement; and (3) any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the securities to which such Registration Statement relates, 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 document. 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 11, 1998 February 11, 1998 February 11, 1998 /s/ T. A. Connell /s/ M. H. Armacost /s/ M. Feldstein - ------------------------------ ---------------------------- ----------------------------- T. A. Connell, Vice President M. H. Armacost, Director M. Feldstein, Director and Controller February 11, 1998 February 11, 1998 February 11, 1998 /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 11, 1998 February 11, 1998 February 11, 1998 /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 11, 1998 February 11, 1998 February 11, 1998 /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 11, 1998 February 11, 1998 February 11, 1998 /s/ J. D. Ong /s/ R. W. Pogue - ------------------------------ ---------------------------- J. D. Ong, Director R. W. Pogue, Director February 11, 1998 February 11, 1998
EX-24.C 7 EXHIBIT 24(C) 1 EXHIBIT 24(c) C E R T I F I C A T E I, Kathleen A. Weigand, 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 11, 1998, 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 20th day of March, 1998. /s/ Kathleen A. Weigand 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"), a registration statement 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 BDM 401(k) Savings Plan, and any and all amendments, including post-effective amendments, and exhibits to such registration statement and to existing registration statements relating to such plan; and to take such other action as may be necessary and appropriate to effect registration under the Act of the participations in such plan and the shares of Common Stock of the Corporation, or other securities of the Corporation, offered or to be offered pursuant to such plan, including the execution of a power of attorney evidencing the authority set forth herein; FURTHER RESOLVED that David B. Goldston, William B. Lawrence, David F. Menz, Kathleen A. Weigand 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 statement 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 registration or amendments, with full power and authority to take or cause to be taken all other actions which they deem necessary and 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 execute, certify, deliver, file and record all agreements, documents and instruments and to take or cause to be taken any other actions deemed necessary and 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 statement 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, the resolution or resolutions shall be deemed adopted when certified by the Secretary (or any Assistant Secretary) of the Corporation; provided, however, that the resolutions do not exceed or contradict the authorities granted pursuant to the foregoing resolutions. -----END PRIVACY-ENHANCED MESSAGE-----