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)
Northrop Grumman filed a registration statement on Form S-4 (File No. 333-83672)
and a tender offer statement on Schedule TO with the SEC on March 4, 2002 with
respect to its offer to exchange all outstanding shares of TRW capital stock for
Northrop Grumman stock. These documents contain important information. TRW
shareholders should read these documents and any amendments or supplements
thereto before making any decision regarding the offer to exchange. Copies of
such documents may be obtained without charge at the SEC's website at
www.sec.gov or from D.F. King & Co., Inc. the information agent for the 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 proxy 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.
The following press release was issued by Northrop Grumman on April 17, 2002.
--------------------------------------------------------------------------------
[LETTERHEAD OF NORTHROP GRUMMAN]
For Immediate Release
NORTHROP GRUMMAN CAUTIOUSLY OPTIMISTIC
--------------------------------------
ABOUT TRW SHARING NON-PUBLIC INFORMATION
----------------------------------------
LOS ANGELES -- April 17, 2002 -- Northrop Grumman Corporation (NYSE: NOC)
expressed cautious optimism that it will be able to promptly begin a review of
non-public information concerning TRW Inc., following TRW's announcement that
"TRW would anticipate sharing non-public information with interested parties."
Kent Kresa, chairman and chief executive officer of Northrop Grumman, said,
"We have been asking for the opportunity to conduct a normal due diligence
review of TRW since February, when we first proposed an acquisition. It's no
coincidence that this was announced on the eve of the April 22 vote of TRW
shareholders on whether the Northrop Grumman offer may proceed under Ohio law.
The big question now is whether TRW will seek to impose unreasonable conditions,
such as a halt to the pending exchange offer, on Northrop Grumman's access to
the non-public information." Yesterday, Kresa pointed out, TRW asked Northrop
Grumman to agree to a delay of the TRW shareholders meeting, but Northrop
Grumman has declined.
- more -
Page 2
"The only thing which has brought TRW even this far," Kresa stated, "is the
pressure of the pending shareholder vote. If shareholders wish to see meaningful
negotiations between Northrop Grumman and TRW, they should keep up that pressure
by voting for the control share acquisition proposal at the Special Meeting on
April 22 and for the Northrop Grumman proposals at the Annual Meeting of TRW
shareholders on April 24." Neither of those votes commit TRW's shareholders to
accept any offer, but they will help to give real life to a negotiating process
between the two companies. At the end of that process, shareholders will have
the opportunity to decide for themselves if they wish to accept Northrop
Grumman's exchange offer, or any transaction which TRW management may approve.
But, this will only be the case if the control share acquisition proposal is
approved on April 22, and if Northrop Grumman is afforded a meaningful due
diligence opportunity. Otherwise, as we have repeatedly said, Northrop Grumman
will have no choice but to drop this transaction and go on to other things."
Mr. Kresa added that Northrop Grumman was not surprised by TRW's rejection
of the $53 value offered by Northrop Grumman last Monday. "Even if they are
prepared to begin a true negotiating process, we would not expect them to
publicly accept the offer we have made," Kresa said. "The real question is
whether TRW is truly prepared to begin a meaningful process."
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.
- more -
Page 3
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.
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.
# # #
0402-97