-----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, U4yAH87BOTVNfP49tIPiWXCl193OY04CR6x2aqDjNw8GqH/W9S4w7LW6IJ/JSTfk yt3IK0MCC0vkS4kUZzbN5w== 0000950172-02-000801.txt : 20020424 0000950172-02-000801.hdr.sgml : 20020424 ACCESSION NUMBER: 0000950172-02-000801 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020424 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: 02619601 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 s623599.txt SC 14D9 - AMENDMENT NO. 10 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. 10) ------------------ 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 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer This Amendment No. 10 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, April 15, 2002, April 17, 2002 and April 19, 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, Amendment No. 8 and Amendment No. 9 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 4. THE SOLICITATION OR RECOMMENDATION. Item 4(b) is hereby amended by adding the following at the end thereof: On April 24, 2002, following the Annual Meeting, TRW issued a press release announcing that it appears shareholders rejected Northrop's proposals that TRW establish a committee of "independent directors" to evaluate the Revised Offer and that the Company take all actions within its authority to let shareholders decide for themselves whether to exchange their TRW stock for Northrop common stock. Based on preliminary estimates, it appears that shareholders may have approved the non-binding proposal that relates to the provision to Northrop of non-public information about TRW. 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 23, 2002, Northrop filed an appeal in the United States Court of Appeals for the Sixth Circuit from the District Court's April 15 Opinion and Order, which denied Northrop's request for a hearing prior to the Control Share Acquisition shareholder meeting. Northrop has asked the Court of Appeals to set an expedited briefing schedule. ITEM 9. EXHIBITS. Item 9 is hereby amended and supplemented by adding the following thereto: Exhibit No. (a)(20) Press Release issued by TRW on April 22, 2002. (a)(21) Press Release issued by TRW on April 23, 2002. (a)(22) Press Release issued by TRW on April 24, 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 24, 2002 EX-99 3 exa20.txt EXHIBIT (A)(20) - PRESS RELEASE Exhibit (a)(20) 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 SENDS LETTER TO NORTHROP GRUMMAN Terms Of Confidentiality Agreement Are Appropriate Other Participant Has Signed Confidentiality Agreement CLEVELAND, April 22, 2002 - TRW Inc. (NYSE: TRW) today sent the following letter to Northrop Grumman Corporation (NYSE: NOC): April 22, 2002 W. Burks Terry Corporate Vice President and General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, CA 90067-2199 Re: Confidentiality Agreement Dear Mr. Terry: We are deeply disappointed that Northrop Grumman has chosen to negotiate the terms of our confidentiality agreement in the press. Let me set the record straight. TRW is prepared to provide Northrop with access to the same information as it provides to other parties. The confidentiality agreement sent to all interested parties is designed to enable TRW to conduct a process that delivers to TRW shareholders the full value that they deserve from their investment. A confidentiality agreement has already been signed by a participant who will begin receiving information shortly. Northrop has asserted that it wants to proceed with a negotiated transaction, yet has simultaneously insisted on maintaining full flexibility to pursue its hostile offer. Contrary to Northrop's protest, a standstill provision is perfectly appropriate under these circumstances. The integrity of our process is underscored by the fact that our confidentiality agreement did not seek to require Northrop to withdraw its offer or to preclude Northrop from continuing to solicit proxies at TRW's Annual or Special Meetings of Shareholders. Northrop's rhetoric is merely its latest attempt to influence shareholder votes at our Annual Meeting on Wednesday and to exert pressure on TRW's Board for the purpose of forcing an inadequate offer on TRW's shareholders. TRW's Board of Directors has been clear all along - this is all about shareholder value. Unlike Northrop, we have a responsibility to act in the best interests of TRW shareholders. We are working to ensure that TRW shareholders receive the value that is rightfully theirs and Northrop does not have the right to define the playing field. TRW's Board of Directors has clearly demonstrated that it is willing to do what it takes to enhance shareholder value and our Board will continue to do so, regardless of Northrop's pressure tactics. If Northrop is sincerely interested in accessing information and participating in a process that will give Northrop a real opportunity to make its best offer for TRW, TRW is more than happy to accommodate Northrop. Sincerely, /s/ William B. Lawrence Executive Vice President, General Counsel and Secretary TRW provides advanced-technology products and services for the aerospace, systems, and automotive markets. # # # EX-99 4 exa21.txt EXHIBIT (A)(21) - PRESS RELEASE Exhibit (a)(21) 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 SENDS LETTER TO NORTHROP GRUMMAN TRW Says Northrop's Statement Is Misleading CLEVELAND, April 23, 2002 - TRW Inc. (NYSE: TRW) today sent the following letter to Northrop Grumman Corporation (NYSE: NOC): April 23, 2002 W. Burks Terry Corporate Vice President and General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, CA 90067-2199 Re: Confidentiality Agreement Dear Mr. Terry: Because you have released your letter of April 21, 2002 publicly, I need to point out that we believe it is seriously misleading. Your letter strongly suggests, if not states, that the 1997 Confidentiality Agreement entered into between our companies did not contain a standstill provision. As you know, that agreement, in fact, did contain a two-year standstill provision at your insistence. It is quite disturbing that Northrop would widely disseminate, to our shareholders and to yours, such a materially misleading letter. I regret the need to address this matter in the press; however, your actions have left me no choice but to set the public record straight. Sincerely, /s/ William B. Lawrence Executive Vice President, General Counsel and Secretary TRW provides advanced-technology products and services for the aerospace, systems, and automotive markets. # # # EX-99 5 trw22.txt EXHIBIT (A)(22) - PRESS RELEASE Exhibit (a)(22) 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. ### -----END PRIVACY-ENHANCED MESSAGE-----