TRW INC./TRW INC.

-----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, WcD4d+WaYAms2RKk/Ymaku8DckTgCahiKSPOM4nmqIQ1n3gKU3co1yA+71aNmtv2 agAxKHpOp74Te21BJ7ULLg== 0000950123-02-003978.txt : 20020419 0000950123-02-003978.hdr.sgml : 20020419 ACCESSION NUMBER: 0000950123-02-003978 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 20020419 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08870 FILM NUMBER: 02615414 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: 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 14D9/A 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 SC 14D9/A 1 l93934a9sc14d9a.htm SCHEDULE 14D-9 AMENDMENT #9 TRW INC./TRW INC.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

Solicitation/ Recommendation Statement Under

Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 9)

TRW INC.

(Name of Subject Company)

TRW INC.

(Name of Person(s) Filing Statement)

Common Stock, Par Value $0.625 Per Share

Cumulative Serial Preference Stock II, $4.40 Convertible Series 1

Cumulative Serial Preference Stock II, $4.50 Convertible Series 3

(Title of Class of Securities)

872649108

872649504

872649603

(CUSIP Number of Class of Securities)

William B. Lawrence

Executive Vice President, General Counsel and Secretary

TRW Inc.

1900 Richmond Road

Cleveland, Ohio 44124

(216) 291-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notice and

Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Peter Allan Atkins

Eric L. Cochran

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 9 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9 originally filed by TRW Inc. on March 13, 2002 and amended on March 25, 2002, April 2, 2002, April 3, 2002, April 4, 2002, April 10, 2002, April 11, 2002 and April 17, 2002. Except as otherwise indicated, the information set forth in the original Schedule
14D-9 and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 thereto remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9 and the amendments thereto.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

Item 8(a) is hereby amended by adding the following disclosure at the end of the subsection entitled Litigation:

On April 17, 2002, TRW filed a motion in the United States District Court for the Northern District of Ohio seeking a temporary restraining order postponing the Control Share Acquisition shareholder meeting from April 22, 2002 until May 3, 2002. In support of its motion, TRW argued that the postponement was necessary because there was not sufficient time for TRW's Board to communicate to the shareholders its position on Northrop's Revised Offer, and for the shareholders to review that material information prior to April 22, 2002. TRW also argued that without a postponement, TRW shareholders who have already sent their proxies in will not have the ability to change their votes and, therefore, will be disenfranchised. The Court held a hearing on April 18, 2002 and at such hearing the Court entered an order postponing the Control Share Acquisition shareholder meeting until May 3, 2002. The Court further stayed the execution of its order for two days during which time Northrop may seek an appeal in the United States Court of Appeals for the Sixth Circuit. On April 19, 2002, Northrop issued a press release stating that it would not seek an appeal of the District Court's order.

ITEM 9. EXHIBITS

Item 9 is hereby amended by adding the following thereto:

Exhibit No.

(a)(18) First Quarter 2002 Earnings Release Conference Call Presentation, dated April 17, 2002.

(a)(19) Press Release issued by TRW on April 18, 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.

TRW INC.

By: /s/ WILLIAM B. LAWRENCE

William B. Lawrence

Executive Vice President, General

Counsel and Secretary

Dated: April 19, 2002 EX-99.A.18 3 l93934a9ex99-a_18.htm EXHIBIT (A)(18) 1ST 1/4 '02 EARNINGS RELEASE CONF CALL PRESENT

Exhibit (a)(18)

EX-99.A.19 4 l93934a9ex99-a_19.htm PRESS RELEASE ISSUED BY TRW ON APRIL 18,2002 PRESS RELEASE ISSUED BY TRW ON APRIL 18,2002

Exhibit (a)(19)


News Release		TRW Inc. 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 SPECIAL SHAREHOLDER MEETING POSTPONED TO MAY 3, 2002

Cleveland, April 18, 2002 – TRW Inc. (NYSE: TRW) announced today that pursuant to an order issued by the United States District Court for the Northern District of Ohio, the Special Meeting of Shareholders originally scheduled to be held on April 22, 2002, has been postponed to May 3, 2002. The Court stayed execution of its Order for two days, during which time Northrop may seek an appeal. When there are further updates on when and where the Special Meeting is to be held, TRW will issue another press release and post the information on its website (www.trw.com). The purpose of the Special Meeting, a requirement under Ohio’s Control Share Acquisition Statute, is to vote on Northrop Grumman Corporation’s (NYSE: NOC) control share acquisition proposal.

“We are gratified that the Court recognizes that this brief postponement is necessary to allow sufficient time for our shareholders to receive and review the material information regarding Northrop’s revised, highly conditional offer and our Board’s recommendation. Despite Northrop’s attempt to disenfranchise TRW shareholders, we believe that the law requires that shareholders be dealt with fairly and not be manipulated by last-minute tactics that leave shareholders ill-prepared to vote,” said Philip A. Odeen, TRW chairman.

TRW shareholders of record as of the close of business on March 28, 2002 will be entitled to vote at the Special Meeting.

TRW continues to urge shareholders to reject Northrop’s financially inadequate offer and to vote against Northrop’s proposals at the upcoming shareholder meetings. TRW recommends that shareholders discard any proxy card received from Northrop Grumman and not return any blue proxy card furnished by Northrop. 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.

# # #


(a)(18)		First Quarter 2002 Earnings Release Conference Call Presentation, dated April 17, 2002.

(a)(19)		Press Release issued by TRW on April 18, 2002.


	William B. Lawrence
	Executive Vice President, General
	Counsel and Secretary