SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material under Rule 14a-12
TRW INC.
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(Name of Registrant as Specified in Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The Definitive Additional Materials filed herewith relate both to
TRW's Special Meeting of Shareholders scheduled for April 22, 2002 and to
TRW's Annual Meeting of Shareholders scheduled for April 24, 2002. TRW's
proxy statement for the Special Meeting of Shareholders was filed on April
2, 2002 on Schedule 14A and TRW's proxy statement for the Annual Meeting of
Shareholders was filed on March 4, 2002 on Schedule 14A.
April 3, 2002
Phil Odeen expresses pride in employees; outlines value of TRW's strategic
plan in upcoming Webcast
Phil Odeen, TRW's chairman, begins his April 4 Webcast by recognizing the
efforts of all employees during a period he characterizes as "unusual" for
TRW and "uncertain" for employees. He reviews actions the company took in
2001 to transform itself, elaborates on how well positioned TRW currently
is for a bright future, and speaks confidently of TRW's shareholder value
enhancement plan. Northrop Grumman's offer is well below the current market
price, he emphasizes, and employees should reject it.
The Webcast (see link below) may be viewed and heard at a number of TRW
sites by employees who have sound-enabled/intranet-connected computers. To
view the Webcast or read an accompanying script, select the link below. The
six-minute Webcast will repeat regularly.
Feedback Important
Employees' comments regarding today's Webcast are important for determining
the distribution tools' effectiveness, audience reach, and value. Please
take a moment to complete the on line feedback form (see link below). Your
immediate response is greatly appreciated.
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The following communication vehicles are available to hear or view the
Webcast:
o An audio replay of the Webcast, beginning April 4, 11:00 a.m.
(EST) may be heard by dialing 888-203-1112 (toll-free) or
719-457-0820 if toll-free is not available in your geographic
region. At the prompt, enter confirmation code 531584 followed by
the # key. You may get a busy signal if the maximum capacity of
the replay is reached. If so, call back in a few minutes.
o The Webcast will be available for replay through Thursday, April
11.
o Access to the Webcast via the external Internet is available.
This alternative vehicle will permit access for: 1) sites on the
international TGN with their own Internet connections, 2)
employees at customer off sites, or 3) other employees who may
connect to the Internet using an Internet service provider. The
Webcast on the Internet is hosted at the following URL in a
special password protected directory: http://www.trw.com/webcast/
When prompted, enter your Username = webcast1 Password =
showtime. Access to the site should be limited to TRW employees
only.
o The Webcast transcript will be sent via email attachment.
For more information concerning the Webcast, employees may access
http://webcast.trw.com/archive/current/faqs.html
Note: There are selected sites/facilities that may not be able to receive
the video broadcast due to local network infrastructure issues. These
issues are being identified and will be addressed over the course of the year.
Certain of the information contained in this notice should be considered
"forward-looking statements" that TRW believes are within the meaning of
the Private Securities Litigation Reform Act of 1995. The safe harbors
intended to be created thereby are not available to statements made in
connection with a tender offer and TRW is not aware of any judicial
determination as to the applicability of such safe harbors to
forward-looking statements made in proxy solicitation materials when there
is a simultaneous tender offer. However, shareholders should be aware that
the preparation of any such forward-looking statements requires the use of
estimates of future revenues, expenses, activity levels and economic and
market conditions, many of which are outside the Company's control.
Further, the Company's results could be affected by the ability to obtain
new contract awards; the level of defense funding by the government and the
termination of existing government contracts; pricing pressures from
customers; moderation or decline in the automobile build rate; changes in
consumer debt levels; work stoppages; unanticipated downturn in the
financial condition of, or business relationships with customers or
suppliers; the ability to reduce the level of outstanding debt from cash
flow from operations and the proceeds from asset dispositions; a credit
rating downgrade; increase in interest rates; customer recall and warranty
claims; product liability and litigation issues; changes to the regulatory
environment regarding automotive safety; the introduction of competing
products or technology by competitors; the ability to attract and retain
skilled employees with high-level technical competencies; the financial
results of companies in which we have made technology investments; the
availability of funding for research and development; economic, regulatory
and political domestic and international conditions; fluctuations in
currency exchange rates; and the impact of additional terrorist attacks,
which could result in reduced automotive production, disruptions to the
transportation system, or significant and prolonged disruption to air
travel. In addition, there can be no assurance: (i) that an agreement
relating to any investment in the Company, or relating to any sale or other
distribution of all or a part of the Company's operating businesses will be
reached, or that if an agreement is reached, that the transactions
contemplated by such agreement will be consummated; (ii) that the Company
will spin off the automotive business or that such spin-off will be
complete within six to nine months; (iii) that the Company will be
successful in reducing the amount of its indebtedness, or that the methods
described for debt reduction will be utilized; (iv) as to the amount by
which debt will be reduced; (v) that the Company's strategy will deliver
any particular level of value to TRW shareholders; (vi) that defense
spending will rise and research, development, test and evaluation budgets
will increase; (vii) that the commercial aerospace industry will stabilize;
(viii) that North American 2002 light vehicle production will increase from
2001 levels; (ix) that 2002 earnings per share estimates will be met or
exceeded; (x) with respect to the expected amounts of the Company's
operating cash flows in 2002, that such amounts will be utilized to reduce
the amount of the Company's indebtedness; (xi) with respect to the amounts
that will be realized, if any, by the Company from divestitures; (xii) with
respect to the amount of sales, earnings per share or cash flow that will
be realized by the Company in 2002; and (xiii) that the Company's costs
will decrease in 2002. Other factors and assumptions not identified above
are also involved in the preparation of forward-looking statements, and the
failure of such other factors and assumptions to be realized may also cause
actual results to differ materially from those discussed. The Company
assumes no obligation to update such estimates to reflect actual results,
changes in assumption or changes in other factors affecting such estimates
other than as required by law.