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.
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(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
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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:
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The Definitive Additional Materials filed herewith relate both to TRW's
Special Meeting of Shareholders scheduled for May 3, 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.
News Release TRW Inc. [TRW Logo]
1900 Richmond Road
Cleveland, OH 44124
For Immediate Release Contact
Judy Wilkinson or Barrett Godsey
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
Jay McCaffrey, TRW Media
216-291-7179
Ron Vargo, TRW Investors
216-291-7506
TRW CONFIRMS SPECIAL SHAREHOLDER MEETING POSTPONED TO MAY 3, 2002
Cleveland, April 19, 2002 - TRW Inc. (NYSE: TRW) announced that its Special
Meeting of Shareholders will be held at 8:30 am local time on May 3, 2002
at 1900 Richmond Road, Lyndhurst, Ohio. This announcement was made
following Northrop Grumman Corporation's (NYSE: NOC) decision not to appeal
yesterday's ruling by the United States District Court for the Northern
District of Ohio. TRW shareholders of record as of the close of business on
March 28, 2002 will be entitled to vote at the Special Meeting and will
receive supplemental proxy materials shortly.
The purpose of the Special Meeting, a requirement under Ohio's Control
Share Acquisition Statute, is to vote only on whether to allow Northrop to
purchase more than 20 percent of TRW's shares. Approval of Northrop's
proposal could facilitate Northrop's acquisition of TRW at a price that
TRW's Board of Directors has determined is financially inadequate.
For that reason, TRW continues to urge shareholders to vote against
Northrop's proposals at the upcoming shareholder meetings and reject what
the Board believes to be Northrop's financially inadequate, highly
conditional offer.
TRW recommends that shareholders discard any proxy card received from
Northrop Grumman and not return any blue or green proxy card furnished by
Northrop. For more information about how to vote, shareholders can call the
Company's proxy solicitor, Georgeson Shareholder Communications Inc.
toll-free at (866) 649-8030.
TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.
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