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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): December 16, 1996
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TRW Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-2384 34-0575430
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1900 Richmond Road, Cleveland, Ohio 44124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(216) 291-7000
N/A
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(Former name or former address, if change since last report)
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Item 5. Other Events.
TRW Inc. and Magna International Inc. jointly announced on December
16, 1996 the formation of a strategic alliance for design, development
and production of automotive products for the global market. Under the
alliance, TRW will lead development efforts in occupant restraint
systems, including air bags, seat belts, inflators, sensors and
steering wheels, while Magna will focus on complete vehicle interiors
and total body systems.
As part of this strategic alliance, TRW and Magna will form and operate
a technical center that will focus on total vehicle safety system
integration and will support both companies in the development of
systems and components.
TRW will purchase from Magna, as part of the alliance, an 80 percent
equity interest in two Magna-owned operations: MST Automotive GmbH
Automobil-Sicherheitstechnik (MST), a European supplier of air bag
modules, steering wheels and other related automotive components; and
Temic Bayern-Chemie Airbag GmbH (TBCA), a European supplier of air bag
inflators and propellants and related automotive components. For the
1996 calendar year, MST and TBCA will have sales (excluding intercompany
transactions) of approximately DM 900 million (US $600 million or
CDN $825 million). Combined, MST/TBCA operations employ approximately
2,500 people.
Before the transaction with TRW is completed, Magna will purchase from Temic
Telefunken Microelectronic GmbH the remaining equity interest not owned by
it in MST and the majority equity interest not currently owned by it in
TBCA. Once Magna has completed these purchases, it will immediately sell an
80 percent interest in the two companies to TRW for a cash payment of DM 650
million (US $418 million or CDN $570 million), subject to certain specified
purchase price adjustments. The transactions are subject to required
regulatory approvals.
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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.
Date: December 20, 1996 By: /s/ Martin A. Coyle
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Martin A. Coyle
General Counsel
and Secretary