TABLE OF CONTENTS
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): March 3, 2002
TRW Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Ohio | | 1-2384 | | 34-575430 |
|
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
| | | |
| 1900 Richmond Road, Cleveland, OH | | 44124 |
|
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (216) 291-7000
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On March 3, 2002, TRW Inc. announced in a press release that TRW’s Board of Directors has unanimously determined to reject Northrop Grumman Corporation’s proposal set forth in its letter dated February 21, 2002 to acquire all of the outstanding shares of TRW for $47 per share in Northrop common stock. After careful consideration, including consultation with independent financial and legal advisors, the TRW Board concluded that Northrop’s proposal was financially inadequate. In the press release, TRW also set forth the text of a letter sent by TRW to Northrop on March 3, 2002 informing Northrop of that decision. A copy of the press release is attached as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
| | (a) | | Not applicable. |
| |
| | (b) | | Not applicable. |
| |
| | (c) | | Exhibits. |
| |
| | | | (99) Press release issued by TRW Inc., dated March 3, 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
| | TRW Inc. |
| |
| Date: March 4, 2002 | By: | /s/ W. B. Lawrence
W. B. Lawrence
Executive Vice President,
General Counsel and Secretary |
EXHIBIT INDEX
| | | |
| Exhibit Number | | Description |
| |
|
| (99) | | Press release issued by TRW Inc., dated March 3, 2002. |
