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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): January 28, 1999
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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 changed since last report)
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Item 5. Other Events.
On January 28, 1999, TRW Inc. (the "Registrant") and LucasVarity plc
("LucasVarity") announced that they had reached agreement on the terms of a
recommended cash offer (the "Offer") to be made on behalf of the Registrant to
acquire the entire issued share capital of LucasVarity. Pursuant to the Offer,
which was approved by the board of directors of both companies, the Registrant
will pay 288 pence for each ordinary share (the "Ordinary Shares") of
LucasVarity and pound sterling 28.80 for each American Depositary Share of
LucasVarity, each representing ten Ordinary Shares and evidenced by American
Depositary Receipts for an aggregate value of the issued share capital of Essex
of pound sterling 4.0 billion.
The foregoing description of the Offer is qualified in its entirety by
reference to the Registrant's press release and the press announcement of the
Registrant and LucasVarity both dated January 28, 1999, copies of each of which
are attached as exhibits 99(a) and 99(b) hereto and are incorporated by
reference herein in their entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99(a) Registrant's press release dated January 28, 1999.
99(b) Press announcement of the Registrant and LucasVarity plc
dated January 28, 1999.
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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: January 28, 1999 By: /s/ David B. Goldston
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David B. Goldston
Assistant General Counsel and
Assistant Secretary
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EXHIBIT INDEX
Exhibit No.
99(a) Registrant's press release dated January 28, 1999.
99(b) Press announcement of the Registrant and LucasVarity plc dated
January 28, 1999.