-----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, DqeJ1uc6Cpdj80W5cGbhHtnMM47i53wUy9xDV3j/kc0oOlliyguGCkL+T9vTojlG 3bV0oroKeEvEvU2qfv1hRw== 0000950172-02-000878.txt : 20020502 0000950172-02-000878.hdr.sgml : 20020501 ACCESSION NUMBER: 0000950172-02-000878 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020502 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02384 FILM NUMBER: 02631079 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 DEFA14A 1 s411072.txt DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant |x| Filed by a Party other than the Registrant |_| Check appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |x| Definitive Additional Materials |_| Soliciting Material under Rule 14a-12 TRW INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Not Applicable - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (Check the appropriate box): |x| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: |_| Fee paid previously with preliminary materials: |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 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 RESPONDS TO NORTHROP'S LETTER CLEVELAND, May 1, 2002 - TRW Inc. (NYSE: TRW) today sent the following letter to Northrop Grumman Corporation (NYSE: NOC). May 1, 2002 W. Burks Terry, Esq. Corporate Vice President and General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, CA 80067-2199 Dear Mr. Terry: We strongly disagree with your characterization of our press release. To date, we have proposed two separate versions of a standstill, the second of which has been executed by several other parties. Additionally, we offered last week to sit down and discuss with Northrop this matter. Northrop declined our offer. We also invited you by telephone earlier this week to propose an alternative to your "75-day standstill," which as you know, based on my April 30 letter, simply does not work for TRW shareholders. Again, we have received no response. I stand by my letter of April 30. Clearly, the significant issue is the standstill. As I said in my letter, and at your request I am confirming to you now, we can address the standstill period's length to some extent. I feel compelled to make one additional comment. In your letter to shareholders today, Northrop stated: "Without a favorable vote at the special meeting, our exchange offer cannot legally proceed, and you will not have the opportunity to ever consider the value in our current offer or any other enhanced proposal we may make in the future." This is simply not the case. Under Ohio Law, nothing would prevent Northrop from seeking another special meeting of shareholders to vote on a revised offer. In fact, Northrop can go back to shareholders at any time. If Northrop is truly interested in making its best proposal for TRW, you have a clear opportunity to do so in a process that we have already set in motion. I am confident that our joint efforts would be more productive if they were aimed in that direction. If you would like to discuss this at any time, please call me. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----