FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933, AS AMENDED
FILER: NORTHROP GRUMMAN CORPORATION
SUBJECT COMPANY: TRW INC. (NO. 1-2384)
NEWS 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 EXTENDS OFFER
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FOR ALL OUTSTANDING SHARES OF TRW INC.
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LOS ANGELES -- May 31, 2002 -- Northrop Grumman Corporation (NYSE: NOC)
today announced that it has extended the expiration of its pending exchange
offer for all outstanding shares of common and preferred stock of TRW Inc.
(NYSE: TRW) from May 31, 2002, to Friday, June 14, 2002, at midnight EDT.
Approximately 2,987,935 shares of TRW common stock of which 16,447 shares
are subject to guaranteed delivery; 1,575 shares of Cumulative Serial Preference
Stock II, $4.40 Convertible Series 1 of which 26 shares are subject to
guaranteed delivery; and 3,745 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 31, 2002. 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.
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NORTHROP GRUMMAN EXTENDS OFFER
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FOR ALL OUTSTANDING SHARES OF TRW INC.
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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.
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0502-153
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