SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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/_/ 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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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.
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
PRELIMINARY VOTE COUNT INDICATES TRW SHAREHOLDERS OVERWHELMINGLY REJECT TWO
OF NORTHROP'S PROPOSALS AND SUPPORT TRW'S BOARD
TRW Continues To Urge Shareholders To Vote Against Northrop's Control Share
Acquisition Proposal On May 3 And Not To Exchange Shares Into Northrop's
Inadequate Offer
Cleveland, April 24, 2002 - TRW Inc. (NYSE: TRW) today announced that it
appears that TRW shareholders have overwhelmingly rejected two proposals
submitted by Northrop Grumman Corporation (NYSE: NOC), based on the number
of proxies submitted to the independent inspector of elections, IVS
Associates, Inc., at today's Annual Meeting of Shareholders, while a third
proposal may have passed. TRW shareholders rejected 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. Based on preliminary estimates, it appears that
shareholders may have approved Northrop's non-binding proposal requesting
access to non-public information about TRW.
"We are delighted with the outcome of today's vote and the confidence
demonstrated by our shareholders not only in the TRW Board, but also in the
strategic direction of our Company. With respect to Northrop's proposal on
access to non-public information, 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.
"We believe that actions speak louder than words, and TRW's Board has shown
that it will do what it takes to deliver full value to TRW shareholders,"
said Philip A. Odeen, TRW chairman.
"We have a great quarter behind us and have raised earnings expectations
for the full year. With efforts underway to both execute our shareholder
value enhancement plan and explore strategic alternatives, we are on track
to deliver value to our shareholders in excess of Northrop's inadequate
offer. We urge our shareholders not to let Northrop acquire TRW for less
than it is worth. Reject Northrop's control share acquisition proposal and
don't tender your shares into Northrop's financially inadequate, highly
conditional offer," concluded Mr. Odeen.
TRW shareholders also elected four directors to TRW's Board of Directors
for a term of three years ending in the year 2005 and ratified Ernst &
Young LLP as the Company's independent auditors.
Prior to the closing of the polls at the Annual Meeting, all proxy cards
received by TRW were turned over to the independent inspector of elections
who will tabulate the results. It is expected that the certified results
will be provided in several weeks. TRW will publicly announce the certified
results once they are made available to the Company.
TRW shareholders are urged to vote against Northrop's proposal to be voted
on at the May 3, 2002 Special Meeting of Shareholders. 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.
This press release 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.
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