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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 13, 1998
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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 FILE (I.R.S. EMPLOYER
OF INCORPORATION ) 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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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events
On April 13, 1998, TRW Inc. (the "Company") commenced a program for the
offer of Medium-Term Notes, Series D, due nine months or more from the date of
issuance ("Medium-Term Notes") for aggregate gross proceeds of up to
$1,000,000,000. The Medium-Term Notes are part of the $1,000,000,000 debt
securities, common stock, and warrants to purchase debt securities and common
stock registered by the Company pursuant to a Registration Statement filed with
the Securities and Exchange Commission on Form S-3 (Registration No. 333-48443).
The issuance and sale of the Medium-Term Notes may be made from time to time in
various amounts pursuant to an indenture, dated as of May 16, 1986, between the
Company and The Chase Manhattan Bank, as Successor Trustee to Mellon Bank,
N.A., as supplemented.
The Medium-Term Notes will be distributed pursuant to a Distribution
Agreement among the Company and certain agents. The form of the Distribution
Agreement is attached hereto as Exhibit 1 and incorporated by reference herein.
The Medium-Term Notes may bear fixed or floating rates of interest and will be
issued substantially in the form attached hereto as Exhibit 4 and incorporated
by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1 Distribution Agreement, dated April 13, 1998
4 Form of Medium-Term Note, Series D.
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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/ WILLIAM B. LAWRENCE
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William B. Lawrence
Executive Vice President,
General Counsel and Secretary
DATE: April 13, 1998
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EXHIBIT INDEX
EXHIBIT TITLE
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1 Distribution Agreement, dated April 13, 1998
4 Form of Medium-Term Note, Series D