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 Corporation
Public Information
[LOGO OF NORTHROP GRUMMAN] 1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-6262
Fax 310-556-4561
Contact: Randy Belote (Media) (703) 875-8525
Gaston Kent (Investors) (310) 201-3423
NORTHROP GRUMMAN SIGNS CONFIDENTIALITY AGREEMENT WITH TRW
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Tender Offer Extended Until May 17
LOS ANGELES - May 6, 2002 -- Northrop Grumman Corporation (NYSE: NOC)
announced that it has entered into a confidentiality agreement with TRW Inc.
(NYSE: TRW) on terms that are acceptable to both companies. As a result,
Northrop Grumman expects to commence its due diligence process shortly. The
company also that it has extended its pending exchange offer for all outstanding
shares of common and preferred stock of TRW Inc. (NYSE: TRW) from May 3, 2002,
to May 17, 2002, at midnight EDT.
Approximately 3,185,000 shares of TRW common stock; 1,365,000 shares of
Cumulative Serial Preference Stock II, $4.40 Convertible Series 1; and 3,400
shares of Cumulative Serial Preference Stock II, $4.50 Convertible Series 3 had
been tendered to Northrop Grumman as of 5:00 p.m. EDT on May 3, 2002, of which
approximately 1,000,000 shares of common stock 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
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in 44 states and 25 countries, Northrop Grumman serves U.S. and international
military, government and commercial customers.
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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 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.
# # #
0502-126
LEARN MORE ABOUT US: Northrop Grumman news releases, product information, photos
and video clips are available on the Internet at: http://www.northropgrumman.com
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