SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
- -------------------------------------------------------------------------------
(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 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 SENDS LETTER TO NORTHROP GRUMMAN
Terms Of Confidentiality Agreement Are Appropriate
Other Participant Has Signed Confidentiality Agreement
CLEVELAND, April 22, 2002 - TRW Inc. (NYSE: TRW) today sent the following
letter to Northrop Grumman Corporation (NYSE: NOC):
April 22, 2002
W. Burks Terry
Corporate Vice President and General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, CA 90067-2199
Re: Confidentiality Agreement
Dear Mr. Terry:
We are deeply disappointed that Northrop Grumman has
chosen to negotiate the terms of our confidentiality agreement in
the press. Let me set the record straight.
TRW is prepared to provide Northrop with access to the
same information as it provides to other parties. The
confidentiality agreement sent to all interested parties is
designed to enable TRW to conduct a process that delivers to TRW
shareholders the full value that they deserve from their
investment. A confidentiality agreement has already been signed by
a participant who will begin receiving information shortly.
Northrop has asserted that it wants to proceed with a
negotiated transaction, yet has simultaneously insisted on
maintaining full flexibility to pursue its hostile offer. Contrary
to Northrop's protest, a standstill provision is perfectly
appropriate under these circumstances. The integrity of our
process is underscored by the fact that our confidentiality
agreement did not seek to require Northrop to withdraw its offer
or to preclude Northrop from continuing to solicit proxies at
TRW's Annual or Special Meetings of Shareholders. Northrop's
rhetoric is merely its latest attempt to influence shareholder
votes at our Annual Meeting on Wednesday and to exert pressure on
TRW's Board for the purpose of forcing an inadequate offer on
TRW's shareholders.
TRW's Board of Directors has been clear all along - this
is all about shareholder value. Unlike Northrop, we have a
responsibility to act in the best interests of TRW shareholders.
We are working to ensure that TRW shareholders receive the value
that is rightfully theirs and Northrop does not have the right to
define the playing field. TRW's Board of Directors has clearly
demonstrated that it is willing to do what it takes to enhance
shareholder value and our Board will continue to do so, regardless
of Northrop's pressure tactics.
If Northrop is sincerely interested in accessing
information and participating in a process that will give Northrop
a real opportunity to make its best offer for TRW, TRW is more
than happy to accommodate Northrop.
Sincerely,
/s/
William B. Lawrence
Executive Vice President, General Counsel and Secretary
TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.
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