-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GxvrdVxK2DVAtFsWSw6K6emwMDb19LMlFyD7Dn3bd21dGiyJw/doLBUlCJjgiNBV 6XNdw3oPBJ3XO9l3E7/X2A== 0000898430-02-002486.txt : 20020701 0000898430-02-002486.hdr.sgml : 20020701 20020701154200 ACCESSION NUMBER: 0000898430-02-002486 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08870 FILM NUMBER: 02693620 BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHROP GRUMMAN CORP /DE/ CENTRAL INDEX KEY: 0001133421 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 954840775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1840 CENTURY PK E STREET 2: C/O NORTHROP GRUMMAN CORP CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105536262 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST STREET 2: C/O NORTHROP GRUMMAN CORP CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: NNG INC DATE OF NAME CHANGE: 20010129 SC TO-T/A 1 dsctota.txt FINAL AMENDMENT TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) TRW INC. (Name of Subject Company (Issuer)) NORTHROP GRUMMAN CORPORATION (Name of Filing Person (Offeror) COMMON STOCK, PAR VALUE $0.625 PER SHARE (Title of Class of Securities) 87264910 (CUSIP Number of Class of Securities) CUMULATIVE SERIAL PREFERENCE STOCK II, $4.40 CONVERTIBLE SERIES 1, NO PAR VALUE PER SHARE (Title of Class of Securities) 97264950 (CUSIP Number of Class of Securities) CUMULATIVE SERIAL PREFERENCE STOCK II, $4.50 CONVERTIBLE SERIES 3, NO PAR VALUE PER SHARE (Title of Class of Securities) 97264960 (CUSIP Number of Class of Securities) JOHN H. MULLAN NORTHROP GRUMMAN CORPORATION CORPORATE VICE PRESIDENT AND SECRETARY 1840 CENTURY PARK EAST LOS ANGELES, CALIFORNIA 90067 (310) 553-6262 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) WITH A COPY TO: ANDREW E. BOGEN PETER F. ZIEGLER GIBSON, DUNN & CRUTCHER LLP 333 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3197 (213) 229-7000 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee -------------------------------------------------------------------------- $6,579,556,144.76 $1,315,911.23 *Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all of the issued and outstanding shares of (a) common stock, par value $0.625 per share (the "Common Shares"), of TRW Inc., an Ohio corporation (the "Company"), (b) Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share (the "Series 1 Preference Shares"), and (c) Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share (the "Series 3 Preference Shares" and, together with the Common Shares and the Series 1 Preference Shares, the "Capital Shares"), for shares of common stock, par value $1.00 per share (the "Northrop Grumman Common Stock"), of Northrop Grumman Corporation, a Delaware corporation ("Northrop Grumman"). Each Common Share may be exchanged for a share of the Northrop Grumman Common Stock equal to the exchange ratio (as defined below). Each Series 1 Preference Share and each Series 3 Preference Share may be exchanged for a number of shares of Northrop Grumman Common Stock equal to the then-effective conversion rate for the Series 1 Preference Shares and the Series 3 Preference Shares, as the case may be, multiplied by the exchange ratio. As of March 28, 2002, there were 126,762,644 Common Shares, 28,660 Series 1 Preference Shares and 53,324 Series 3 Preference Shares outstanding. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, equals 1/50th of one percent of the value of the Common Shares, Series 1 Preference Shares and Series Preference 3 Shares proposed to be acquired. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $1,316,930.82 Form or Registration No: Form S-4 (Registration No. 333-83672; $596,849.08 paid with initial filing), Amendment No. 2 to Form S-4 (Registration No. 333-83672; $8,939.26 paid with initial filing); and Amendment No. 3 to Schedule TO ($10,493.92 paid with filing). Filing Party: Northrop Grumman Corporation Dates Filed: March 4, 2002, April 4, 2002, March 4, 2002 and April 4, 2002, respectively. [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: [X] third party tender offer subject to Rule 14d-l [_] issuer tender offer subject to Rule 13e-4 [_] going-private transaction subject to Rule 13e-3 [_] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [X] Northrop Grumman Corporation, a Delaware corporation, ("Northrop Grumman"), hereby amends and supplements the Tender Offer Statement on Schedule TO, originally filed on March 4, 2002 (the "Schedule TO"), as subsequently amended from time to time, relating to the third party tender offer by Northrop Grumman to exchange all of the issued and outstanding shares of (a) common stock, par value $0.625 per share (the "Common Shares"), of TRW Inc., an Ohio corporation (the "Company"), (b) Cumulative Serial Preference Stock II, $4.40 Convertible Series I, no par value per share, of the Company (the "Series 1 Preference Shares") and (c) Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share, of the Company (the "Series 3 Preference Shares" and, together with the Common Shares and the Series 1 Preference Shares, the "Capital Shares") for shares of common stock, $1.00 par value per share (the "Northrop Grumman Common Stock"), of Northrop Grumman valued at $53.00, upon the terms and subject to the conditions set forth in the Offer to Exchange, dated March 4, 2002 (the "Offer to Exchange"), and in the related Letters of Transmittal (the "Letters of Transmittal" which, together with the Offer to Exchange, as each may be amended or supplemented from time to time, collectively constitute the "Offer"). ITEMS 1 through 10. As permitted by General Instruction F to Schedule TO, all information in the Registration Statement on Form S-4 filed with the SEC by Northrop Grumman on March 4, 2002, as amended (File No. 333-83672), and the related Letters of Transmittal, and any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the Securities and Exchange Commission by Northrop Grumman, is hereby incorporated by reference in answer to items 1 through 10 of the Schedule TO. ITEM 11. Additional Information Item 11 of the Schedule TO is hereby amended and supplemented to add the following information: On July 1, 2002, Northrop Grumman, Richmond Acquisition Corp., an Ohio corporation and a wholly owned subsidiary of Northrop Grumman ("Acquisition Corp."), and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"). The full text of a press release dated July 1, 2002, issued jointly by Northrop Grumman and the Company with respect to the Merger Agreement was filed as a Rule 425 filing on July 1, 2002 and is incorporated herein by reference. The terms of the Merger Agreement will be more fully described in an amendment to Northrop Grumman's Registration Statement on Form S-4 to be filed shortly. The Offer expired at midnight, New York City time, on Friday, June 28, 2002. As of that time, approximately 2,942,000 shares of TRW common stock (of which 492,927 shares were subject to guaranteed delivery), 1,718 shares of Cumulative Serial Preference Stock II, $4.40 Convertible Series 1 (of which 26 shares were subject to guaranteed delivery), and 3,801 shares of Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, had been tendered to Northrop Grumman pursuant to the Offer. As a result of Northrop Grumman, Acquisition Corp. and the Company entering into the Merger Agreement and because the tendered shares do not constitute a majority of the total number of outstanding Common Shares on a fully diluted basis, Northrop Grumman is not accepting any of the shares tendered for exchange pursuant to the Offer. ITEM 12. Exhibits Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit: (a)(5)(ggg) Press Release, dated July 1, 2002 (incorporated by reference to Rule 425 filing filed on July 1, 2002). Signature After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. NORTHROP GRUMMAN CORPORATION BY: /s/ JOHN H. MULLAN ------------------------------- NAME: John H. Mullan TITLE: Corporate Vice President and Secretary Dated: July 1, 2002 EXHIBIT INDEX Exhibit Number Description (a)(1)(A) Form of Letter of Transmittal for Common Shares (incorporated by reference to exhibit 99.1 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(1)(B) Form of Letter of Transmittal for Serial Preference Shares (incorporated by reference to exhibit 99.2 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(1)(C) Form of Notice of Guaranteed Delivery for Common Shares (incorporated by reference to exhibit 99.3 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(1)(D) Form of Notice of Guaranteed Delivery for Serial Preference Shares (incorporated by reference to exhibit 99.4 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(1)(E) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, Common Shares and Serial Preference Shares (incorporated by reference to exhibit 99.5 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(1)(F) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, Common Shares (incorporated by reference to exhibit 99.6 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(1)(G) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, Serial Preference Shares (incorporated by reference to exhibit 99.7 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(1)(H) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to exhibit 99.8 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(2) Not applicable. (a)(3) Not applicable. (a)(4)(A) Offer to Exchange relating to Northrop Grumman Common Stock to be issued in the Offer (incorporated by reference from Northrop Grumman's Registration Statement on Form S-4 (File No. 333-83672) filed on March 4, 2002, as amended). (a)(4)(B) Supplement to the Offer to Exchange, dated April 15, 2002 (incorporated by reference to exhibit 99.28 to Amendment No. 3 to Northrop Grumman's Registration Statement on Form S-4 filed on April 15, 2002). (a)(5)(A) Form 041 Filing of Information Pertaining to a Control Bid (incorporated by reference to exhibit 99.9 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(5)(B) Acquiring Person Statement, dated March 4, 2002 (incorporated by reference to exhibit 99.10 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(5)(C) Press Release, dated February 22, 2002 (incorporated by reference to Rule 425 filing filed February 27, 2002). (a)(5)(D) Slide Presentation, dated February 27, 2002 (incorporated by reference to Rule 425 filing filed February 27, 2002). (a)(5)(E) Press Release, dated March 3, 2002 (incorporated by reference to exhibit 99.13 to Northrop Grumman's Registration Statement On Form S-4 filed on March 4, 2002). (a)(5)(F) Summary Advertisement as published in the Wall Street Journal on March 4, 2002 (incorporated by reference to exhibit 99.14 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). (a)(5)(G) Complaint, dated March 4, 2002 (incorporated by reference to Rule 425 filing filed March 5, 2002). (a)(5)(H) Slide Presentation, dated March 6, 2002 (incorporated by reference to Rule 425 filing filed March 6, 2002). (a)(5)(I) Press Release, dated March 11, 2002 (incorporated by reference to Rule 425 filing filed March 11, 2002). (a)(5)(J) Webcast, dated March 6, 2002 (incorporated by reference to Rule 425 filing filed March 13, 2002). (a)(5)(K) Press Release, dated March 13, 2002 (incorporated by reference to Rule 425 filing filed March 14, 2002). (a)(5)(L) Slide Presentation (incorporated by reference to Rule 425 filing filed March 18, 2002). (a)(5)(M) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425 filing filed March 21, 2002). (a)(5)(N) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425 filing filed March 21, 2002). (a)(5)(O) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425 filing filed March 21, 2002). (a)(5)(P) Letter from John H. Mullan to William B. Lawrence, dated March 26, 2002 (incorporated by reference to exhibit 99.24 to Northrop Grumman's amended and restated Registration Statement on Form S-4 filed on March 28, 2002). (a)(5)(Q) Press Release, dated March 26, 2002 (incorporated by reference to Rule 425 filing filed March 26, 2002). (a)(5)(R) Form 425 filed March 28, 2002 (incorporated by reference to Rule 425 filing filed March 28, 2002). (a)(5)(S) Press Release, dated March 29, 2002 (incorporated by reference to Rule 425 filing filed March 29, 2002). (a)(5)(T) Slide Presentation (incorporated by reference to Rule 425 filing filed April 10, 2002). (a)(5)(U) Press Release, dated April 11, 2002 (incorporated by reference to Rule 425 filing filed April 12, 2002). (a)(5)(v) Press Release, dated April 14, 2002 (incorporated by reference to Rule 425 filing filed on April 15, 2002). (a)(5)(w) Advertisement, dated April 15, 2002 (incorporated by reference to Rule 425 filing filed on April 15, 2002). (a)(5)(x) Advertisement, dated April 15, 2002 (incorporated by reference to Rule 425 filing filed on April 15, 2002). (a)(5)(y) Form 425 filed April 16, 2002 (incorporated by reference to Rule 425 filing filed on April 16, 2002). (a)(5)(z) Press Release, dated April 15, 2002 (incorporated by reference to Rule 425 filing filed on April 16, 2002). (a)(5)(aa) Votefornoc.com website information (incorporated by reference to Rule 425 filing filed on April 16, 2002). (a)(5)(bb) TRW Proxy Proposals Slide Presentation (incorporated by reference to Rule 425 filing filed on April 17, 2002). (a)(5)(cc) Advertisement, dated April 17, 2002 (incorporated by reference to Rule 425 filing filed on April 17, 2002). (a)(5)(dd) Press Release, dated April 17, 2002 (incorporated by reference to Rule 425 filing filed on April 17, 2002). (a)(5)(ee) Press Release, dated April 17, 2002 (incorporated by reference to Rule 425 filing filed on April 18, 2002). (a)(5)(ff) Advertisement, dated April 18, 2002 (incorporated by reference to Rule 425 filing filed on April 18, 2002). (a)(5)(gg) Supplement to Offer to Exchange, dated April 15, 2002 (incorporated by reference to Rule 425 filing filed on April 18, 2002). (a)(5)(hh) Transcript of Northrop Grumman's first quarter earnings release conference call on April 17, 2002 (incorporated by reference to Rule 425 filing filed on April 19, 2002). (a)(5)(ii) Press Release, dated April 18, 2002 (incorporated by reference to Rule 425 filing filed on April 19, 2002). (a)(5)(jj) Form 425 filed April 19, 2002 (incorporated by reference to Rule 425 filing filed on April 19, 2002). (a)(5)(kk) Press Release, dated April 19, 2002 (incorporated by reference to Rule 425 filing filed on April 19, 2002). (a)(5)(ll) Press Release, dated April 22, 2002 (incorporated by reference to Rule 425 filing filed on April 22, 2002). (a)(5)(mm) Form 425 filed April 23, 2002 (incorporated by reference to Rule 425 filing filed on April 23, 2002). (a)(5)(nn) Press Release, dated April 22, 2002 (incorporated by reference to Rule 425 filing filed on April 23, 2002). (a)(5)(oo) Letter from W. Burks Terry to William B. Lawrence, dated April 21, 2002 (incorporated by reference to Rule 425 filing filed on April 23, 2002). (a)(5)(pp) Northrop Grumman Remarks for TRW Annual Meeting on April 24, 2002 (incorporated by reference to Rule 425 filing filed on April 24, 2002). (a)(5)(qq) Transcript of CNNfn interview with Kent Kresa on April 23, 2002 (incorporated by reference to Rule 425 filing filed on April 24, 2002). (a)(5)(rr) Press Release, dated April 24, 2002 (incorporated by reference to Rule 425 filing filed on April 24, 2002). (a)(5)(ss) Press Release, dated April 29, 2002 (incorporated by reference to Rule 425 filing filed on April 29, 2002). (a)(5)(tt) Advertisement, dated April 29, 2002 (incorporated by reference to Rule 425 filing filed on April 29, 2002). (a)(5)(uu) Advertisement, dated May 1, 2002 (incorporated by reference to Rule 425 filing filed on May 1, 2002). (a)(5)(vv) Press Release, dated May 1, 2002 (incorporated by reference to Rule 425 filing filed on May 1, 2002). (a)(5)(ww) Transcript of "Market Week" interview with Kent Kresa on April 29, 2002 (incorporated by reference to Rule 425 filing filed on May 1, 2002). (a)(5)(xx) Press Release, dated May 1, 2002 (incorporated by reference to Rule 425 filing filed on May 1, 2002). (a)(5)(yy) Press Release, dated May 1, 2002 (incorporated by reference to Rule 425 filing filed on May 2, 2002). (a)(5)(zz) Press Release, dated May 3, 2002 (incorporated by reference to Rule 425 filing filed on May 3, 2002). (a)(5)(aaa) Press Release, dated May 6, 2002 (incorporated by reference to Rule 425 filing filed on May 6, 2002). (a)(5)(bbb) Slide Presentation given at Northrop Grumman Annual Meeting, dated May 15, 2002 (incorporated by reference to Rule 425 filing filed on May 15, 2002). (a)(5)(ccc) Press Release, dated May 17, 2002 (incorporated by reference to Rule 425 filing filed on May 17, 2002). (a)(5)(ddd) Press Release, dated May 31, 2002 (incorporated by reference to Rule 425 filing filed on June 3, 2002). (a)(5)(eee) Press Release, dated June 14, 2002 (incorporated by reference to Rule 425 filing filed on June 17, 2002). (a)(5)(fff) Press Release, dated June 24, 2002 (incorporated by reference to Rule 425 filing filed June 24, 2002). (a)(5)(ggg) Press Release, dated July 1, 2002 (incorporated by reference to Rule 425 filing filed July 1, 2002). (b) Not applicable. (d)(1) Confidentiality Agreement, dated May 5, 2002. (e) Not applicable. (f) Sections 1701.84 and 1701.85 of the Ohio Revised Code (included as Annex B to the Offer to Exchange). (g) Not applicable. (h) Tax Opinion (incorporated by reference to exhibit 8.1 to Northrop Grumman's Registration Statement on Form S-4 filed on March 4, 2002). -----END PRIVACY-ENHANCED MESSAGE-----