[LETTERHEAD OF NORTHROP GRUMMAN]
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)
For Immediate Release
NORTHROP GRUMMAN COMMENTS ON DISTRICT COURT'S RULING
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ON OHIO'S ANTI-TAKEOVER LAWS
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LOS ANGELES -- April 15, 2002 - Northrop Grumman Corporation (NYSE: NOC)
issued the following statement in response to today's ruling by the United
States District Court in the Northern District of Ohio. Kent Kresa, chairman and
chief executive officer of Northrop Grumman, said that he was "pleased that the
Court recognized the seriousness of the company's constitutional challenge to
Ohio's anti-takeover statutes." He added that the opinion "underscores the
importance of the upcoming vote at the April 22, 2002, special meeting of
shareholders."
The Court's ruling, while denying the immediate relief sought by Northrop
Grumman with respect to Ohio's anti-takeover laws, reserved ruling on the merits
of the issues raised by the company until after the TRW Special Meeting. The
Court observed that "the magnitude of the issues presented counsels the Court to
take a more deliberate and thoughtful course and to delay ruling on the merits
of the plaintiff's claims until after the special meeting of TRW's
shareholders." The Court decided that an immediate decision on the
constitutional and other issues was not necessary, even though, as the Court
explained, its "ultimate ruling may alter which shares are `interested shares'"
and thereby ineligible to vote at the special meeting. The Court also based its
conclusion on TRW's warranty that "all proxies voted at the meeting will be
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NORTHROP GRUMMAN COMMENTS ON DISTRICT COURT'S RULING
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ON OHIO'S ANTI-TAKEOVER LAWS
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maintained and, if necessary, may be re-tallied in short order." Finally, in the
Court's view, "If the 'disinterested' shareholders vote to approve the
transaction, the issue of the Control Share Acquisition Act's constitutional
validity becomes moot."
Kresa said that, "The Court's decision makes it critically important that
every shareholder who favors the transaction vote at the special meeting,
whether or not the shareholders' shares would be treated as interested under the
Ohio anti-takeover statutes." Northrop Grumman said it will continue to press
its efforts as necessary challenging the constitutionality of those statutes,
and the arbitrary disenfranchisement of many TRW shareholders that these
statutes cause.
About the two companies:
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TRW, which provides advanced-technology products and services for the
aerospace, information systems and automotive markets worldwide, reported
year-end 2001 sales of $16.4 billion.
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 Inc. stock for Northrop Grumman common stock. These
documents, and any amendments or supplements thereto, contain important
information which should be read by TRW Inc. shareholders before making any
decision regarding the offer to exchange.
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NORTHROP GRUMMAN COMMENTS ON DISTRICT COURT'S RULING
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ON OHIO'S ANTI-TAKEOVER LAWS
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The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies for the Special Meeting of TRW Inc. Shareholders to be
held on April 22, 2002 and the 2002 Annual Meeting of TRW Inc. Shareholders to
be held on April 24, 2002. Northrop Grumman's proxy materials contain important
information regarding such potential participants and other matters and should
be read by TRW Inc. shareholders.
Copies of any of the foregoing documents may be obtained 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.
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