FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933, AS AMENDED
FILER: NORTHROP GRUMMAN CORPORATION
SUBJECT COMPANY: TRW INC. NO 1-2384
FILING: REGISTRATION STATEMENT ON
FORM S-4 (REGISTRATION NO.
333-83672)
NEWS
[LOGO OF NORTHROP GRUMMAN]
Northrop Grumman Corporation
Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-6262
Fax 310-556-4561
[GRAPHIC REMOVED HERE]
Contact: Frank Moore (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
DOJ REQUESTS MORE INFORMATION ON
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NORTHROP GRUMMAN'S PLAN TO ACQUIRE TRW INC.
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LOS ANGELES -- April 11, 2002 -- Northrop Grumman Corporation
(NYSE: NOC) announced that it intends to comply promptly with a request received
late yesterday from the U.S. Department of Justice for additional information
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 regarding its
proposed acquisition of TRW Inc. (NYSE: TRW).
The waiting period under Hart-Scott-Rodino will expire 30 days after
Northrop Grumman substantially complies with the request unless it is extended
by court order or by the consent of Northrop Grumman.
Northrop Grumman said that the additional request for information was
expected. The company also reiterated that it does not anticipate any
significant antitrust issues.
On Feb. 22, 2002, Northrop Grumman sent a letter to TRW Inc. offering
to negotiate a proposed transaction in which the TRW shareholders would receive
a number of shares of common stock of Northrop Grumman equal to $47.
On March 3, 2002, Northrop Grumman announced it had commenced an
exchange offer for all outstanding shares of common stock and preference stock
of TRW Inc. Northrop Grumman filed notification March 11, 2002, with the Justice
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DOJ REQUESTS MORE INFORMATION ON
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NORTHROP GRUMMAN'S PLAN TO ACQUIRE TRW INC.
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Department and the Federal Trade Commission of its intention to acquire TRW in
compliance with the premerger notification requirements of Hart-Scott-Rodino.
Northrop Grumman Corporation is an $18 billion, global defense company
with its worldwide headquarters in Los Angeles. Northrop Grumman provides
technologically advanced, innovative products, services and solutions in defense
and commercial electronics, systems integration, information technology and
nuclear and non-nuclear shipbuilding and systems. With nearly 100,000 employees
and operations in 44 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.
Northrop Grumman filed a registration statement on Form S-4 (File No. 333-83672)
and a tender offer statement on Schedule TO with the Securities and Exchange
Commission on March 4, 2002 with respect to its offer to exchange all
outstanding shares of TRW stock for Northrop Grumman common stock. These
documents, and any amendments or supplements thereto, contain important
information which should be read by TRW shareholders before making any decision
regarding the offer to exchange. Copies of these documents are available without
charge at the Securities and Exchange Commission's website at www.sec.gov or
upon request from D.F. King & Co., Inc., the information agent for Northrop
Grumman's offer to exchange, at 800-755-7250.
The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies of TRW shareholders in connection with shareholder
proposals relating to the 2002 Annual Meeting of TRW Shareholders and a Special
Meeting of TRW Shareholders to be held on April 24, 2002 and April 22, 2002,
respectively. Northrop Grumman has filed preliminary materials for these
shareholder meetings which contain information regarding such potential
participants. Northrop Grumman's proxy materials contain important information
and should be read by TRW shareholders. These proxy materials and any amendments
thereto may be obtained at no charge at the SEC's website at www.sec.gov as they
become available.
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0402-84
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