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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 24, 1996
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TRW Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-2384 34-575430
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
1900 Richmond Road, Cleveland, OH 44124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 291-7000
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Not applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGE SINCE LAST REPORT)
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INFORMATION INCLUDED IN THE REPORT
Item 5. Other Events
On April 24, 1996, the Directors of TRW Inc. (the "Company")
declared a dividend of one right (a "Right") for each outstanding share of
Common Stock, $0.625 par value, of the Company pursuant to the terms of a
Rights Agreement, dated as of April 24, 1996, between the Company and National
City Bank. The record date for the dividend will be May 17, 1996. Also on
April 24, the Directors took action to redeem all of the rights issued by the
Company pursuant to the terms of a Rights Agreement, dated as of December 14,
1988, between the Company and National City Bank, successor to Bankers Trust
Company (the "1988 Rights") at the redemption price of $0.01 for each 1988
Right outstanding on May 17, 1996. The declaration of the Rights and the
redemption of the 1988 Rights were disclosed in a press release dated April 24,
1996. A Letter to Shareholders and Summary of Rights Plan, attached as an
exhibit hereto, will be mailed to each record holder of Common Shares on
April 25, 1996.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4(a) Rights Agreement, dated as of April 24, 1996,
between the Registrant and National City
Bank, as Rights Agent, which includes as
Exhibit B thereto the Form of Right
Certificate
99(a) Press release dated April 24, 1996
99(b) Letter to Shareholders and Summary of
Shareholder Purchase Rights
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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/ Martin A. Coyle
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Martin A. Coyle
Executive Vice President,
General Counsel and Secretary
DATE: April 25, 1996
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
4(a) Rights Agreement, dated
as of April 24, 1996,
between the Registrant and
National City Bank, as
Rights Agent, which includes
as Exhibit B thereto the Form
of Right Certificate
99(a) Press release dated
April 24, 1996
99(b) Letter to Shareholders
and Summary of Shareholder
Purchase Rights