FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933, AS AMENDED
FILER: NORTHROP GRUMMNAN CORPORATION
SUBJECT COMPANY: TRW INC. NO 1-2384
FILING: REGISTRATION STATEMENT ON
FORM S-4 (REGISTRATION NO.
333-83672)
NEWS Northrop Grumman Corporation
Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-6262
Fax 310-556-4561
[LOGO OF NORTHROP GRUMMAN] Contact: Frank Moore (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN EXTENDS TENDER OFFER
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FOR ALL OUTSTANDING SHARES OF TRW INC.
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LOS ANGELES, March 29, 2002 -- Northrop Grumman Corporation (NYSE: NOC) today
announced that it has extended its pending exchange offer for all outstanding
shares of common and preferred stock of TRW Inc. (NYSE: TRW) from March 29,
2002, to April 12, 2002, at midnight EDT.
Approximately 2,111,116 shares of TRW common stock; 591 shares of Cumulative
Serial Preference Stock II, $4.40 Convertible Series 1; and 2,282 shares of
Cumulative Serial Preference Stock II, $4.50 Convertible Series 3 had been
tendered to Northrop Grumman as of 5:00 p.m. EST on March 28, 2002, none of
which were tendered pursuant to notices of guaranteed delivery. The tendered
shares are subject to validation by TRW's transfer agent.
Northrop Grumman Corporation is an $18 billion, global defense company with its
worldwide headquarters in Los Angeles. Northrop Grumman provides technologically
advanced, innovative products, services and solutions in defense and commercial
electronics, systems integration, information technology and nuclear and
non-nuclear shipbuilding and systems. With nearly 100,000 employees and
operations in 44 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.
Northrop Grumman filed a registration statement on Form S-4 (File No. 333-83672)
and a tender offer statement on Schedule TO with the Securities and Exchange
Commission on March 4, 2002 with respect to its offer to exchange all
outstanding shares of TRW stock for Northrop Grumman common stock. These
documents, and any amendments or supplements thereto, contain important
information which should be read by TRW shareholders before making any decision
regarding the offer to exchange. Copies of these documents are available without
charge at the Securities and Exchange Commission's website at www.sec.gov or
upon request from D.F. King & Co., Inc., the information agent for Northrop
Grumman's offer to exchange, at 800-755-7520.
The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies of TRW shareholders in connection with shareholder
proposals relating to the 2002 Annual Meeting of TRW Shareholders and a Special
Meeting of TRW Shareholders to be held on April 24, 2002 and April 22, 2002,
respectively. Northrop Grumman has filed preliminary materials for these
shareholder meetings which contain information regarding such potential
participants. Northrop Grumman's proxy materials contain important information
and should be read by TRW shareholders. These proxy materials and any amendments
thereto may be obtained at no charge at the SEC's website at www.sec.gov as
they become available.
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0302-XX
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