FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933, AS AMENDED
FILER: NORTHROP GRUMMAN CORPORATION
SUBJECT COMPANY: TRW INC. (NO. 1-2384)
FILING: REGISTRATION STATEMENT ON FORM S-4
(REGISTRATION NO. 333-83672)
NEWS NORTHROP GRUMMAN
Northrop Grumman Corporation
Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-6262
Fax 310-556-4561
Contact: Frank Moore
(310) 201-3335
For Immediate Release
NORTHROP GRUMMAN GAINS ISS ENDORSEMENT
FOR TRW SPECIAL MEETING
ISS Recommends That TRW Shareholders Approve
The Control Share Acquisition Proposal On April 22
LOS ANGELES -- April 18, 2002 -- Northrop Grumman Corporation
(NYSE: NOC) stated today that it has received the endorsement of Institutional
Shareholder Services Inc. (ISS) - the nation's leading independent proxy
advisory firm - in connection with the upcoming Special Meeting of TRW
shareholders on April 22. ISS has recommended that TRW shareholders approve, by
voting for, the Control Share Acquisition proposal.
Kent Kresa, Northrop Grumman chairman and chief executive officer,
said, "We are pleased that ISS recognizes that the best interests of TRW
shareholders will be served by supporting the Control Share Acquisition
proposal, which will give TRW shareholders the opportunity to decide for
themselves whether to participate in Northrop Grumman's $53 value per share
exchange offer for all TRW shares. ISS further recognizes that a favorable vote
is the only way the Northrop Grumman offer may proceed under Ohio law,
notwithstanding TRW's new found willingness to share non-public information with
potential bidders."
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NORTHROP GRUMMAN GAINS ISS ENDORSEMENT
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FOR TRW SPECIAL MEETING
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In its report to TRW shareholders, ISS said it "believes that NOC's
revised offer provides a basis for opening negotiations with TRW and thus, NOC's
acquisition process should be kept open. Shareholder approval of this proposal
would pressure the board to allow NOC to begin due diligence and would send a
strong message to the board to open negotiations and keep NOC's offer alive."
The report also said that, "ISS encourages TRW's board to open negotiations with
NOC and permit them to do due diligence on the company."
Kresa said, "ISS has concluded with what we have been saying all along,
which is that by voting for the Control Share Acquisition proposal TRW
shareholders keep their options open. We urge TRW shareholders to vote for the
approval of the Control Share Acquisition so that we can proceed forward.
Because, under Ohio law, not all TRW shareholders are eligible to vote at the
Special Meeting it is especially important that all TRW shareholders who want to
maximize the value of their TRW shares be sure to return their blue proxy
including the certification of eligibility to vote in support of the
resolution."
About Northrop Grumman Corporation:
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.
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NORTHROP GRUMMAN GAINS ISS ENDORSEMENT
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FOR TRW SPECIAL MEETING
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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 Inc. stock for Northrop Grumman common stock. These
documents, and any amendments or supplements thereto, contain important
information, which should be read by TRW Inc. shareholders before making any
decision regarding the offer to exchange.
The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies for the Special Meeting of TRW Inc. Shareholders to be
held on April 22, 2002 and the 2002 Annual Meeting of TRW Inc. Shareholders to
be held on April 24, 2002. Northrop Grumman's proxy materials contain important
information regarding such potential participants and other matters and should
be read by TRW Inc. shareholders.
Copies of any of the foregoing documents may be obtained 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 800-755-7250.
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0402-98
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