SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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TRW INC.
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(Name of Registrant as Specified in Its Charter)
Not Applicable
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[TRW Logo]
Your Board Has A Process In Place To Deliver Full Value To
TRW Shareholders. This Process Is Working. On May 3rd,
Tell Northrop To Participate In TRW's Process.
April 29, 2002
Dear Fellow Shareholder:
At TRW's Annual Meeting, you overwhelmingly rejected two of
Northrop Grumman's proposals, and thereby demonstrated your
confidence in TRW's Board of Directors and our strategic plan. On
behalf of your Board, we thank you for your support.
ACTIONS SPEAK LOUDER THAN WORDS - TRW'S BOARD IS DOING ALL THE
RIGHT THINGS TO DELIVER VALUE TO TRW SHAREHOLDERS IN EXCESS OF
NORTHROP'S OFFER
We are pursuing two parallel paths that we believe will deliver
value to you in excess of Northrop's inadequate and highly
conditional offer:
o We are moving forward with our value enhancement plan to
spin-off our Automotive business. We are in the best
position to successfully execute this strategy; and
o We are exploring other strategic alternatives to ensure that
shareholders receive full value for their TRW investment. We
have already entered into confidentiality agreements with
several interested parties. Northrop has been invited to
participate in TRW's process but, to date, has declined to
do so.
And we are keeping our eye on the ball when it comes to running
our businesses:
o First quarter earnings were up 20% over the prior year;
o We raised our 2002 EPS guidance to $3.55 - $3.60 from $3.30
to reflect the strength of our businesses and market
opportunities; and
o We are winning key contracts - we were recently named prime
contractor on the Department of Defense's missile tracking
Space-Based Infrared System Low (SBIRS Low) program.
WE BELIEVE NORTHROP'S OFFER IS INADEQUATE . . . AND HIGHLY
CONDITIONAL:
o It is subject to Northrop's completing due diligence to its
satisfaction - there is no commitment that they will
actually pay you $53* per share;
o It contains no control premium; and
o It fails to compensate you for the value of the synergies
that Northrop would likely realize if a transaction were
consummated.
SUPPORT TRW'S PROCESS TO DELIVER VALUE IN EXCESS OF NORTHROP'S
OFFER-- VOTE AGAINST NORTHROP'S PROPOSAL ON THE GOLD PROXY CARD
Send a message to Northrop that YOU believe its offer is both
inadequate and highly conditional and that Northrop should
participate in TRW's process. If Northrop's proposal is approved,
it may encourage Northrop to pursue its acquisition of TRW at its
current offer. Northrop's current offer of $53 per share is
inadequate, highly conditional and below TRW's current market
price. In fact, on April 26, 2002, your TRW shares closed at
$54.50. Protect the value of your TRW investment - vote AGAINST
Northrop's control share acquisition proposal at the upcoming
Special Meeting of Shareholders to be held at 8:30 a.m. local time
on May 3, 2002 at TRW's corporate headquarters, 1900 Richmond
Road, Lyndhurst, Ohio.
If you have already signed and submitted Northrop's blue proxy
card, you can easily revoke that proxy by signing, dating and
mailing TRW's GOLD proxy card TODAY. This may be your last
opportunity to vote and every vote counts - no matter how many
shares you own.
On behalf of TRW's Board of Directors, we thank you for your continued support,
/s/ Philip A. Odeen /s/ Kenneth W. Freeman
Philip A. Odeen Kenneth W. Freeman
Chairman Lead Director
If you have any questions or need assistance in voting your shares, please call:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET
10TH FLOOR
NEW YORK, NEW YORK 10004
CALL TOLL FREE: (866) 649-8030
* Northrop Grumman's Offer to Exchange would provide for each
share of TRW common stock to be exchanged for that number of
shares of Northrop Grumman common stock having a value equal to
$53. The exact exchange ratio would be determined by dividing $53
by the average of the closing price of Northrop Grumman common
stock for the five consecutive trading days ending immediately
prior to the second trading day prior to the expiration of the
Offer to Exchange, but in no event will the exchange ratio be more
than 0.4690 ($53/$113) or less than 0.4309 ($53/$123)
Note: Certain cautionary language relating to the benefits of the
value enhancement plan and any forward-looking statements in this
letter are contained in TRW's April 1, 2002 Proxy Statement
relating to the Special Meeting.
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