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Proxy Statement Pursuant to Section 14(a) of the Securities
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TRW INC.
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(Name of Registrant as Specified in Its Charter)
Not Applicable
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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 SIGNS CONFIDENTIALITY AGREEMENTS WITH SEVERAL INTERESTED PARTIES
Value Enhancement Plan And Exploration of Strategic Alternatives Are On Track
Cleveland, April 26, 2002 - TRW Inc. (NYSE: TRW) today announced that as part
of its review of strategic alternatives, it has signed confidentiality
agreements with several interested parties who will begin receiving
information shortly. On April 17, 2002 TRW announced that, in addition to
continuing the aggressive execution of its value enhancement plan, TRW's Board
had authorized management and its advisors to initiate a process to explore
all strategic alternatives to create shareholder value in excess of Northrop
Grumman Corporation's (NYSE: NOC) unsolicited offer. As part of this process,
TRW intends to begin sharing non-public information with interested parties
executing confidentiality agreements. Northrop has been invited to participate
in this process.
Philip A. Odeen, TRW's chairman, said, "We are pleased with the progress we
are making in exploring our strategic alternatives and with the interest we
have received in our company. We have signed several confidentiality
agreements and are ready to begin due diligence. Simultaneously, we are moving
forward with our value enhancement plan and have filed this week for a ruling
from the Internal Revenue Service that the automotive spin-off is tax free to
TRW and its shareholders. TRW shareholders can be assured that our Board and
management are actively exploring all avenues to create value for TRW
shareholders in excess of Northrop's offer."
TRW continues to urge shareholders to vote against Northrop's proposal at the
May 3, 2002 Special Meeting of Shareholders and not tender their shares for
exchange. For more information about how to vote, shareholders can call the
TRW'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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