Current Report


 
 
UNITED STATES
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)  August 10, 2009
(TRW AUTOMOTIVE LOGO)
TRW Automotive Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
     
001-31970   81-0597059
 
(Commission File Number)   (IRS Employer Identification No.)
     
12001 Tech Center Drive, Livonia, Michigan   48150
 
(Address of Principal Executive Offices)   (Zip Code)
(734) 855-2600
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

TABLE OF CONTENTS
   
ITEM 8.01 OTHER EVENTS.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
 
 
 
SIGNATURE
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Press Release of TRW Automotive Holdings Corp. dated August 10, 2009
 

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ITEM 8.01. OTHER EVENTS.
On August 10, 2009, TRW Automotive Holdings Corp. announced the commencement of an underwritten registered public offering of its common stock.
The text of the press release announcing the commencement of the public offering, which is attached hereto as Exhibit 99.1, is incorporated by reference herein in its entirety.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
     (d) Exhibits.
     
Exhibit No.   Description
 
   
99.1
  Press release of TRW Automotive Holdings Corp. dated August 10, 2009

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  TRW AUTOMOTIVE HOLDINGS CORP.
 
 
Dated: August 10, 2009  By:   /s/ Joseph S. Cantie    
    Joseph S. Cantie   
    Executive Vice President and
Chief Financial Officer 
 
 

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Index to Exhibits
     
Exhibit No.   Description
 
   
99.1
  Press release of TRW Automotive Holdings Corp. dated August 10, 2009

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Exhibit 99.1
         
 
       
News Release
  TRW Automotive
12001 Tech Center Drive
  (TRW LOGO)
 
  Livonia, MI 48150    
 
       
 
  Investor Relations Contact:    
 
  Mark Oswald    
 
  (734) 855-3140    
 
       
 
  Media Contact:    
 
  John Wilkerson    
 
  (734) 855-3864    
TRW Announces Public Offering of Common Stock
LIVONIA, MICHIGAN, August 10, 2009 — TRW Automotive Holdings Corp. (NYSE: TRW), today announced it has commenced an underwritten registered public offering of 14,000,000 shares of its common stock. In connection with the offering, TRW has granted the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of its common stock to cover over-allotments, if any.
The offering will be made under an effective shelf registration statement. J.P. Morgan, Goldman, Sachs & Co. and BofA Merrill Lynch are acting as joint book-running managers of the offering.
A preliminary prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. When available, copies of the preliminary prospectus supplement relating to the offering may be obtained from the offices of J.P. Morgan, National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245 (718-242-8002) or Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004, Attention: Prospectus Department (212-902-1171) or BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attention: Prospectus Department (212-449-1000).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The offering of these securities will be made only by means of the prospectus supplement and accompanying prospectus.

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About TRW
With 2008 sales of $15.0 billion, TRW Automotive ranks among the world’s leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, operates in 26 countries and employs approximately 60,000 people worldwide. TRW Automotive products include integrated vehicle control and driver assist systems, braking systems, steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, engine components, fastening systems and aftermarket replacement parts and services. All references to “TRW Automotive”, “TRW” or the “Company” in this press release refer to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated.
Forward-Looking Statements
This release contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We caution readers not to place undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements are subject to numerous assumptions, risks and uncertainties which can cause our actual results to differ materially from those suggested by the forward-looking statements, including those set forth in our Report on Form 10-K for the fiscal year ended December 31, 2008 (our “Form 10-K”) , and in our Reports on Form 10-Q for the quarters ended April 3 and July 3, 2009, such as: any prolonged contraction in automotive sales and production adversely affecting our results, liquidity or the viability of our supply base; the financial condition of OEMs, particularly the Detroit Three, adversely affecting us or the viability of our supply base; disruptions in the financial markets adversely impacting the availability and cost of credit negatively affecting our business; our substantial debt and resulting vulnerability to economic or industry downturns and to rising interest rates; escalating pricing pressures from our customers; commodity inflationary pressures adversely affecting our profitability and supply base; our dependence on our largest customers; any impairment of a significant amount of our goodwill or other intangible assets; costs of product liability, warranty and recall claims and efforts by customers to adversely alter contract terms and conditions concerning warranty and recall participation; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; any increase in the expense and funding requirements of our pension and other postretirement benefits;

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risks associated with non-U.S. operations, including foreign exchange risks and economic uncertainty in some regions; work stoppages or other labor issues at our facilities or at the facilities of our customers or suppliers; volatility in our annual effective tax rate resulting from a change in earnings mix or other factors; costs or liabilities relating to environmental and safety regulations; assertions by or against us relating to intellectual property rights; the possibility that our largest stockholder’s interests will conflict with our or our other stockholders’ interests; and other risks and uncertainties set forth in our Form 10-K and in our other filings with the Securities and Exchange Commission. We do not undertake any obligation to release publicly any update or revision to any of the forward-looking statements.
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