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 NORTHROP GRUMMAN
Northrop Grumman Corporation
Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-6262
Fax 310-556-4561
Contact: Randy Belote (Media) (703) 875-8525
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN RESPONDS TO
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DISTRICT COURT RULING ON TRW SPECIAL MEETING
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LOS ANGELES -- April 19, 2002 -- Northrop Grumman Corporation
(NYSE: NOC) released the following statement concerning the decision of the
United States District Court permitting TRW to delay until May 3, 2002, the
Special Meeting of TRW Shareholders which had been scheduled for Monday, April
22.
Kent Kresa, chairman and chief executive officer of Northrop Grumman,
stated: "After Northrop Grumman received the Institutional Shareholder Services
(ISS) endorsement for the Control Share Acquisition proposal, which was to be
voted on April 22, we are naturally disappointed that TRW has deliberately
chosen to put off the meeting for another 10 days. It is unfortunate that the
District Court was unwilling to prevent this obvious delaying tactic. In any
event, we have elected not to appeal the District Court's ruling since it would
not now be possible to reinstate the Special Meeting without creating further
confusion among TRW's shareholders."
"We hope that TRW shareholders understand that they still have the
opportunity to express their wishes next week, at the regular Annual Meeting of
TRW shareholders on April 24. At the Annual Meeting, Northrop Grumman will
submit three proposals for
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DISTRICT COURT RULING ON TRW SPECIAL MEETING
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shareholder vote, all of which provide stockholders the opportunity to send a
strong message to the TRW board of directors in favor of providing non-public
information to Northrop Grumman and entering into good faith negotiations for a
mutually agreeable transaction between the two companies."
"It has now been almost two months since Northrop Grumman proposed an
acquisition of TRW, and TRW has still not provided us an opportunity to review
the non-public information which they claim would justify a higher price than
Northrop Grumman has offered."
Kresa added, "ISS has recommended that TRW shareholders vote for two of
the three Northrop Grumman proposals:
. the resolution to provide non-public information, and
. the resolution to establish a committee of independent directors"
"Now that the Special Meeting of Shareholders has been postponed,"
Kresa concluded, "it is more important than ever that shareholders return their
green proxy card to vote for the Northrop Grumman proposals at the Annual
Meeting on April 24."
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,
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NORTHROP GRUMMAN RESPONDS TO
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DISTRICT COURT RULING ON TRW SPECIAL MEETING
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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 May 3, 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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