-----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, LJHnRQTZ66GUn76CcitbW1Z5lwQQ1ZfRV7ZcCwmtys8kjxg16RRQaKKLVGwQjEmA g+VPlqGz2lA+sRxjjrWIxA== 0000950152-99-004909.txt : 19990624 0000950152-99-004909.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950152-99-004909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990526 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990527 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: SEC FILE NUMBER: 001-02384 FILM NUMBER: 99635630 BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: LYNDHURST STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: LYNDHURST STATE: OH ZIP: 44124 8-K 1 TRW INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 26, 1999 -------------------- TRW Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-2384 34-575430 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 1900 Richmond Road, Cleveland, OH 44124 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (216) 291-7000 ------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events On May 26, 1999, TRW Inc. (the "Company") issued a press release announcing the sale of $2.4 billion aggregate principal amount of debt securities. The securities consist of $400 million aggregate principal amount of 6 1/2% Notes Due 2002, $700 million aggregate principal amount of 6 5/8% Notes Due 2004, $750 million aggregate principal amount of 7 1/8% Notes Due 2009, and $550 million aggregate principal amount of 7 3/4% Debentures Due 2029. A copy of the press release is attached as Exhibit 99 and is incorporated herein by reference. The securities were sold in a private placement inside the United States and outside the United States under Rule 144A and Regulation S, respectively, or under other applicable exemptions from registration under the Securities Act of 1933. The proceeds from the sale of the Securities will be used to repay a portion of the commercial paper borrowings incurred in connection with the Company's acquisition of LucasVarity plc. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits. (99) Press release issued by TRW Inc., dated May 26, 1999. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRW Inc. By: /s/ William B. Lawrence ----------------------------- William B. Lawrence Executive Vice President, General Counsel and Secretary DATE: May 27, 1999 4 EXHIBIT INDEX Exhibit Number Description -------------- ----------- (99) Press release issued by TRW Inc., dated May 26, 1999. EX-99 2 EXHIBIT 99 1 Exhibit (99) NEWS RELEASE TRW Inc. 1900 Richmond Road Cleveland, OH 44124 [LOGO] TRW - -------------------------------------------------------------------------------- For Immediate Release Contact Jay McCaffrey 216.291.7179 TRW ANNOUNCES SALE OF $2.4 BILLION OF DEBT SECURITIES CLEVELAND, Ohio, May 26, 1999 -- TRW Inc. (NYSE: TRW), announced today the sale of $2.4 billion in aggregate principal amount of debt securities. The securities consist of $400 million aggregate principal amount of 6 1/2% Notes Due 2002, $700 million aggregate principal amount of 6 5/8% Notes Due 2004, $750 million aggregate principal amount of 7 1/8% Notes Due 2009, and $550 million aggregate principal amount of 7 3/4% Debentures Due 2029. The transaction is scheduled to close June 2, 1999. The proceeds from the sale of the securities will be used to repay a portion of the commercial paper borrowings incurred in connection with TRW's acquisition of LucasVarity plc. The securities have been sold inside the United States and outside the United States in a private placement under Rule 144A and Regulation S, respectively, or under other applicable exemptions from registration under the Securities Act of 1933. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. TRW provides advanced technology products and services for the global automotive, aerospace, and information systems markets. ### -----END PRIVACY-ENHANCED MESSAGE-----