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 (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN SAYS TRW DISTORTS FACTS
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ABOUT LENGTH OF 'STANDSTILL' PROVISION
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LOS ANGELES -- May 1, 2002 -- Northrop Grumman Corporation (NYSE: NOC)
today said that it has sent the following letter to TRW Inc. (NYSE: TRW)
concerning the "standstill" provision of the confidentiality agreement:
May 1, 2002
Mr. William Lawrence
Executive Vice President
Planning, Development and Government Affairs
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
Dear Mr. Lawrence:
Your press release earlier today seriously distorts the facts. Last
week, Northrop Grumman offered in writing to accept a short standstill period of
75 days and to participate in any reasonable process which TRW might establish
for the consideration of competing offers. TRW declined to discuss the terms we
suggested and, instead, responded Friday night with a slightly different version
of the 3-year standstill agreement. In fact, TRW has yet to suggest, verbally or
in writing, any standstill period less than three years. It is quite clear from
your letter yesterday that TRW has no intention of softening its insistence on a
lengthy standstill period, despite your statement that you "believe we can
address the standstill period's length to some extent."
If that is not, in fact, TRW's position I would urge you to clarify the
matter without delay.
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NORTHROP GRUMMAN SAYS TRW DISTORTS FACTS
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ABOUT LENGTH OF 'STANDSTILL' PROVISION
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Very truly yours,
W. Burks Terry
cc: Peter Atkins, Skadden, Arps
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 SEC on March 4, 2002 with
respect to its offer to exchange all outstanding shares of TRW capital stock for
Northrop Grumman stock. These documents contain important information. TRW
shareholders should read these documents and any amendments or supplements
thereto before making any decision regarding the offer to exchange. Copies of
such documents may be obtained without charge at the SEC's website at
www.sec.gov or from D.F. King & Co., Inc. the information agent for the offer to
exchange, at 800-755-7250.
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 a Special Meeting
of TRW Shareholders to be held on May 3, 2002. Northrop Grumman has filed proxy
materials for this shareholder meeting 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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