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.
- ------------------------------------------------------------------------------
(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 held on 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.
TRW Inc. [TRW Logo]
1900 Richmond Road
Cleveland, OH 44124
TRW Annual Meeting of Shareholders
April 24, 2002
Press Conference
Phil Odeen:
Good morning. As you will see from the release that will be handed out,
based on preliminary results, TRW shareholders have demonstrated
overwhelming support for the Board and our strategic plan. This support
was directly reflected in the large votes rejecting Northrop's proposal
that TRW establish a committee of Independent Directors to evaluate
Northrop's offer and that TRW take all actions within its authority to
let shareholders decide for themselves whether to exchange their TRW
shares for Northrop common stock. As to the confidential information,
proposal, we are not surprised that it may have passed by a small
margin, since TRW's Board has already said that it will provide all
interested parties an opportunity to conduct due diligence, including
Northrop.
I am delighted with the outcome of today's vote and note that the
certified results should be available in several weeks.
Since February 22nd, TRW's Board has taken a series of actions with one
concise and consistent message - This Board Will Do What It Takes To
Deliver To TRW Shareholders The Value They Deserve From Their
Investment.
Not words. Not rhetoric. But actions.
I'd now like to make some brief remarks along that same theme - that
actions speak louder than words.
Let me again summarize for you what actions this Board has taken and
continues to take towards enhancing value for TRW shareholders.
We are pursuing two parallel paths to deliver value to our shareholders
in excess of Northrop's inadequate offer:
o First, we are executing on our shareholder value enhancement
plan.
o Secondly, we are exploring strategic alternatives.
With respect to the first point. On March 13th, we announced our value
enhancement plan. We plan to first reduce debt through the sale of our
Aeronautical Systems Group, and then spin-off our Automotive
Businesses. We are on track to complete the spin-off by the end of this
year.
I would like to note that that while pursuing this plan, we have
continued to successfully operate our businesses. Just last week, we
announced our first quarter results, which exceeded expectations, and
we increased our guidance for 2002. All systems are "go."
And TRW is well positioned to benefit from positive economic trends
across the industries in which we operate. Our space and electronics
business is in the sweet spot of growth in national defense. Just last
week we were named prime contractor on a $3.6 billion SBIRS Low
program. Analysts are predicting an increase in new auto builds. And,
according to recent reports from a leading trade organization for
airlines, the commercial aerospace sector appears to have stabilized.
With regard to our second track to create value, on April 17th we
announced that while the company would continue to pursue our value
enhancement plan, we will also explore strategic alternatives.
Why pursue two parallel paths? The answer is simple - Shareholder
Value.
If there is an opportunity out there that can deliver even more value
than our value enhancement plan, we want to find it and bring the value
to TRW shareholders.
In conclusion...
o This is all about shareholder value.
o Northrop's offer is inadequate, highly conditional and not in the
best interest of shareholders.
o We have alternatives that we believe will deliver more value.
o We are executing on our plan.
o And we will deliver enhanced value to TRW shareholders.
TRW's Board is serious, conscientious and committed to enhancing
shareholder value for TRW shareholders.
Again, I want to thank our shareholders for their strong vote of
confidence in this board and our actions. I'd also like to thank TRW
employees and their families whose steadfast support and commitment
have been the bedrock of our success for over 100 years.
I'd now be happy to take your questions.
This statement contains certain "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 by the end
of the fourth quarter 2002; (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 assumptions or changes in other factors
affecting such estimates other than as required by law.
###