-----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, PHpU2Q4UMmpPVSMpWI4tfigu5yYq/zbZ+HkzTNjFDHA8kEJy37hZe2muEonGPNF0 QlPJaaG2Kz2aCltcbttLrg== 0000950172-02-000871.txt : 20020501 0000950172-02-000871.hdr.sgml : 20020501 ACCESSION NUMBER: 0000950172-02-000871 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020501 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: 02630238 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 s410886.txt AMENDMENT NO. 11 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. 11) ------------------ 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. 11 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, April 19, 2002 and April 24, 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, Amendment No. 9 and Amendment No. 10 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 9. EXHIBITS. Item 9 is hereby amended and supplemented by adding the following thereto: Exhibit No. (a)(23) Press Release issued by TRW on April 26, 2002. (a)(24) Press Release issued by TRW on April 29, 2002. (a)(25) Press Release issued by TRW on May 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. TRW INC. By: /s/ William B. Lawrence ------------------------------- William B. Lawrence Executive Vice President, General Counsel and Secretary Dated: May 1, 2002 EX-99.1 3 a23.txt EXHIBIT (A)(23) Exhibit (a)(23) 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. ### EX-99.2 4 a24.txt EXHIBIT (A)(24) Exhibit (a)(24) 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 SHAREHOLDERS Urges Shareholders To Tell Northrop It Should Participate In TRW's Process To Enhance Shareholder Value CLEVELAND, April 29, 2002 - TRW Inc. (NYSE: TRW) today sent the following letter to TRW shareholders urging them to protect the value of their investment and vote against Northrop Grumman Corporation's (NYSE: NOC) control share acquisition proposal at the 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: 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. TRW provides advanced-technology products and services for the aerospace, systems, and automotive markets. ### EX-99.3 5 a25.txt EXHIBIT (A)(25) Exhibit (a)(25) 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 DISMAYED BY NORTHROP'S CONTINUED MISSTATEMENTS Willing To Discuss Length Of Standstill Provision But Must Protect TRW Shareholders' Interests CLEVELAND, May 1, 2002 - TRW Inc. (NYSE: TRW) today issued the following statement in response to Northrop Grumman Corporation's (NYSE: NOC) misstatements regarding its negotiations with TRW referenced in Northrop's press release issued today. "TRW is increasingly dismayed that it is forced to correct Northrop's misstatements in the press. We believe Northrop's public statements released today were misleading and mischaracterize the dialogue between our two companies. As TRW has stated many times, it would like Northrop to participate in the Board's process, but at the same time, TRW must ensure that its confidential information is protected for the benefit of TRW shareholders. As Northrop is well aware, TRW and Northrop have been in almost daily communications both by phone and letter over the past week. In fact, at TRW's Annual Meeting on Wednesday, April 24, 2002, TRW invited Northrop to sit down and discuss the terms of a mutually agreeable confidentiality agreement, but Northrop and its representatives declined to do so. TRW's commitment continues to be to deliver full value to TRW shareholders. While TRW hopes to be able to work with Northrop, statements like those made today by Northrop continue to thwart the process." TRW noted that a 1997 Confidentiality Agreement entered into between TRW and Northrop contained a two-year standstill provision at Northrop's insistence. [Page] Just yesterday, William B. Lawrence, Executive Vice President, General Counsel and Secretary of TRW, sent the following letter to W. Burks Terry, Northrop's Corporate Vice President and General Counsel: April 30, 2002 W. Burks Terry, Esq. Corporate Vice President and General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, CA 80067-2199 Dear Burks: Thank you for your letter of April 29th and the markup of the revised confidentiality agreement which we provided to you. As you correctly recognize, the key open issue is the length of the standstill period. You state in your letter as follows: "We are prepared to stand still for a period that reflects the length of time that our experience shows could allow us to complete due diligence and negotiate and sign a definitive agreement." You further state: "An unreasonable stand still period, given the current circumstances, is not in the best interests of anyone, particularly the TRW shareholders." The fact of the matter is that, given the current circumstances, the standard you propose for the standstill period simply doesn't work for the TRW shareholders. As you know full well, TRW's Board has made clear that we are embarked on a path to develop the best value we can for our shareholders. This path involves both pursuit of our announced Value Enhancement Plan and, concurrently, seeking a strategic alternative that could provide even greater value. The standstill provision in our confidentiality agreement - which has been executed by several interested parties - is directly tied to the creation of value from both of these alternatives. Simply put, we want parties who obtain confidential, business sensitive information from TRW to be committed to bidding for the company within the process we have established and at their highest and best price. We believe that this will maximize the sale value of the company. The standstill time frame you are suggesting would not serve that objective. Rather, it would permit each party to game the system, and disincentivize bidding. Moreover, if no satisfactory bid results, it is critical that the Value Enhancement Plan be given the opportunity to develop the value inherent in it, and not be short-circuited by a unilateral bid on a near term basis. Hopefully, this will give you a clear understanding of why we do not accept the approach you have proposed. Having said that, I believe that we can address the standstill period's length to some extent. We can also talk about the other matters raised in your markup. I would be pleased to discuss these matters with you. Sincerely, /s/ William B. Lawrence TRW provides advanced-technology products and services for the aerospace, systems, and automotive markets. [Page] 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-----