UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)
TRW INC.
(Name of Subject Company (Issuer))
NORTHROP GRUMMAN CORPORATION
(Name of Filing Person (Offeror)
COMMON STOCK, PAR VALUE $0.625 PER SHARE
(Title of Class of Securities)
87264910
(CUSIP Number of Class of Securities)
CUMULATIVE SERIAL PREFERENCE STOCK II, $4.40 CONVERTIBLE SERIES 1,
NO PAR VALUE PER SHARE
(Title of Class of Securities)
97264950
(CUSIP Number of Class of Securities)
CUMULATIVE SERIAL PREFERENCE STOCK II, $4.50 CONVERTIBLE SERIES 3,
NO PAR VALUE PER SHARE
(Title of Class of Securities)
97264960
(CUSIP Number of Class of Securities)
JOHN H. MULLAN
NORTHROP GRUMMAN CORPORATION
CORPORATE VICE PRESIDENT AND SECRETARY
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
WITH A COPY TO:
ANDREW E. BOGEN
PETER F. ZIEGLER
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
--------------------------------------------------------------------------
$6,579,556,144.76 $1,315,911.23
*Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all of the issued and outstanding shares of
(a) common stock, par value $0.625 per share (the "Common Shares"), of TRW Inc.,
an Ohio corporation (the "Company"), (b) Cumulative Serial Preference Stock II,
$4.40 Convertible Series 1, no par value per share (the "Series 1 Preference
Shares"), and (c) Cumulative Serial Preference Stock II, $4.50 Convertible
Series 3, no par value per share (the "Series 3 Preference Shares" and, together
with the Common Shares and the Series 1 Preference Shares, the "Capital
Shares"), for shares of common stock, par value $1.00 per share (the "Northrop
Grumman Common Stock"), of Northrop Grumman Corporation, a Delaware corporation
("Northrop Grumman"). Each Common Share may be exchanged for a share of the
Northrop Grumman Common Stock equal to the exchange ratio (as defined below).
Each Series 1 Preference Share and each Series 3 Preference Share may be
exchanged for a number of shares of Northrop Grumman Common Stock equal to the
then-effective conversion rate for the Series 1 Preference Shares and the Series
3 Preference Shares, as the case may be, multiplied by the exchange ratio. As of
March 28, 2002, there were 126,762,644 Common Shares, 28,660 Series 1 Preference
Shares and 53,324 Series 3 Preference Shares outstanding. The amount of the
filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, equals 1/50th of one percent of the value of the Common Shares,
Series 1 Preference Shares and Series Preference 3 Shares proposed to be
acquired.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $1,316,930.82
Form or Registration No: Form S-4 (Registration No. 333-83672;
$596,849.08 paid with initial filing),
Amendment No. 2 to Form S-4
(Registration No. 333-83672; $8,939.26
paid with initial filing); and Amendment
No. 3 to Schedule TO ($10,493.92 paid
with filing).
Filing Party: Northrop Grumman Corporation
Dates Filed: March 4, 2002, April 4, 2002, March 4,
2002 and April 4, 2002, respectively.
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[X] third party tender offer subject to Rule 14d-l
[_] issuer tender offer subject to Rule 13e-4
[_] going-private transaction subject to Rule 13e-3
[_] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [X]
Northrop Grumman Corporation, a Delaware corporation, ("Northrop Grumman"),
hereby amends and supplements the Tender Offer Statement on Schedule TO,
originally filed on March 4, 2002 (the "Schedule TO"), as subsequently amended
from time to time, relating to the third party tender offer by Northrop Grumman
to exchange all of the issued and outstanding shares of (a) common stock, par
value $0.625 per share (the "Common Shares"), of TRW Inc., an Ohio corporation
(the "Company"), (b) Cumulative Serial Preference Stock II, $4.40 Convertible
Series I, no par value per share, of the Company (the "Series 1 Preference
Shares") and (c) Cumulative Serial Preference Stock II, $4.50 Convertible Series
3, no par value per share, of the Company (the "Series 3 Preference Shares" and,
together with the Common Shares and the Series 1 Preference Shares, the "Capital
Shares") for shares of common stock, $1.00 par value per share (the "Northrop
Grumman Common Stock"), of Northrop Grumman valued at $53.00, upon the terms and
subject to the conditions set forth in the Offer to Exchange, dated March 4,
2002 (the "Offer to Exchange"), and in the related Letters of Transmittal (the
"Letters of Transmittal" which, together with the Offer to Exchange, as each may
be amended or supplemented from time to time, collectively constitute the
"Offer").
ITEMS 1 through 10.
As permitted by General Instruction F to Schedule TO, all information
in the Registration Statement on Form S-4 filed with the SEC by Northrop Grumman
on March 4, 2002, as amended (File No. 333-83672), and the related Letters of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by
Northrop Grumman, is hereby incorporated by reference in answer to items 1
through 10 of the Schedule TO.
ITEM 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented to add the
following information:
On July 1, 2002, Northrop Grumman, Richmond Acquisition Corp., an Ohio
corporation and a wholly owned subsidiary of Northrop Grumman ("Acquisition
Corp."), and the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement"). The full text of a press release dated July 1, 2002, issued
jointly by Northrop Grumman and the Company with respect to the Merger Agreement
was filed as a Rule 425 filing on July 1, 2002 and is incorporated herein by
reference. The terms of the Merger Agreement will be more fully described in an
amendment to Northrop Grumman's Registration Statement on Form S-4 to be filed
shortly.
The Offer expired at midnight, New York City time, on Friday, June 28,
2002. As of that time, approximately 2,942,000 shares of TRW common stock (of
which 492,927 shares were subject to guaranteed delivery), 1,718 shares of
Cumulative Serial Preference Stock II, $4.40 Convertible Series 1 (of which 26
shares were subject to guaranteed delivery), and 3,801 shares of Cumulative
Serial Preference Stock II, $4.50 Convertible Series 3, had been tendered to
Northrop Grumman pursuant to the Offer.
As a result of Northrop Grumman, Acquisition Corp. and the Company entering
into the Merger Agreement and because the tendered shares do not constitute a
majority of the total number of outstanding Common Shares on a fully diluted
basis, Northrop Grumman is not accepting any of the shares tendered for exchange
pursuant to the Offer.
ITEM 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following exhibit:
(a)(5)(ggg) Press Release, dated July 1, 2002 (incorporated by reference to
Rule 425 filing filed on July 1, 2002).
Signature
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
NORTHROP GRUMMAN CORPORATION
BY: /s/ JOHN H. MULLAN
-------------------------------
NAME: John H. Mullan
TITLE: Corporate Vice President and
Secretary
Dated: July 1, 2002
EXHIBIT INDEX
Exhibit Number Description
(a)(1)(A) Form of Letter of Transmittal for Common Shares (incorporated by
reference to exhibit 99.1 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(1)(B) Form of Letter of Transmittal for Serial Preference Shares
(incorporated by reference to exhibit 99.2 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(1)(C) Form of Notice of Guaranteed Delivery for Common Shares (incorporated
by reference to exhibit 99.3 to Northrop Grumman's Registration Statement on
Form S-4 filed on March 4, 2002).
(a)(1)(D) Form of Notice of Guaranteed Delivery for Serial Preference Shares
(incorporated by reference to exhibit 99.4 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(1)(E) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, Common Shares and Serial Preference Shares (incorporated by
reference to exhibit 99.5 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(1)(F) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees, Common Shares (incorporated by
reference to exhibit 99.6 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(1)(G) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees, Serial Preference Shares
(incorporated by reference to exhibit 99.7 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(1)(H) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (incorporated by reference to exhibit 99.8 to Northrop
Grumman's Registration Statement on Form S-4 filed on March 4, 2002).
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4)(A) Offer to Exchange relating to Northrop Grumman Common Stock to be
issued in the Offer (incorporated by reference from Northrop Grumman's
Registration Statement on Form S-4 (File No. 333-83672) filed on March 4, 2002,
as amended).
(a)(4)(B) Supplement to the Offer to Exchange, dated April 15, 2002
(incorporated by reference to exhibit 99.28 to Amendment No. 3 to Northrop
Grumman's Registration Statement on Form S-4 filed on April 15, 2002).
(a)(5)(A) Form 041 Filing of Information Pertaining to a Control Bid
(incorporated by reference to exhibit 99.9 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(5)(B) Acquiring Person Statement, dated March 4, 2002 (incorporated by
reference to exhibit 99.10 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(5)(C) Press Release, dated February 22, 2002 (incorporated by reference to
Rule 425 filing filed February 27, 2002).
(a)(5)(D) Slide Presentation, dated February 27, 2002 (incorporated by reference
to Rule 425 filing filed February 27, 2002).
(a)(5)(E) Press Release, dated March 3, 2002 (incorporated by reference to
exhibit 99.13 to Northrop Grumman's Registration Statement On Form S-4 filed on
March 4, 2002).
(a)(5)(F) Summary Advertisement as published in the Wall Street Journal on
March 4, 2002 (incorporated by reference to exhibit 99.14 to Northrop Grumman's
Registration Statement on Form S-4 filed on March 4, 2002).
(a)(5)(G) Complaint, dated March 4, 2002 (incorporated by reference to Rule 425
filing filed March 5, 2002).
(a)(5)(H) Slide Presentation, dated March 6, 2002 (incorporated by reference to
Rule 425 filing filed March 6, 2002).
(a)(5)(I) Press Release, dated March 11, 2002 (incorporated by reference to Rule
425 filing filed March 11, 2002).
(a)(5)(J) Webcast, dated March 6, 2002 (incorporated by reference to Rule 425
filing filed March 13, 2002).
(a)(5)(K) Press Release, dated March 13, 2002 (incorporated by reference to Rule
425 filing filed March 14, 2002).
(a)(5)(L) Slide Presentation (incorporated by reference to Rule 425 filing filed
March 18, 2002).
(a)(5)(M) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(N) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(O) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(P) Letter from John H. Mullan to William B. Lawrence, dated March 26,
2002 (incorporated by reference to exhibit 99.24 to Northrop Grumman's amended
and restated Registration Statement on Form S-4 filed on March 28, 2002).
(a)(5)(Q) Press Release, dated March 26, 2002 (incorporated by reference to Rule
425 filing filed March 26, 2002).
(a)(5)(R) Form 425 filed March 28, 2002 (incorporated by reference to Rule 425
filing filed March 28, 2002).
(a)(5)(S) Press Release, dated March 29, 2002 (incorporated by reference to Rule
425 filing filed March 29, 2002).
(a)(5)(T) Slide Presentation (incorporated by reference to Rule 425 filing filed
April 10, 2002).
(a)(5)(U) Press Release, dated April 11, 2002 (incorporated by reference to Rule
425 filing filed April 12, 2002).
(a)(5)(v) Press Release, dated April 14, 2002 (incorporated by reference to Rule
425 filing filed on April 15, 2002).
(a)(5)(w) Advertisement, dated April 15, 2002 (incorporated by reference to Rule
425 filing filed on April 15, 2002).
(a)(5)(x) Advertisement, dated April 15, 2002 (incorporated by reference to Rule
425 filing filed on April 15, 2002).
(a)(5)(y) Form 425 filed April 16, 2002 (incorporated by reference to Rule 425
filing filed on April 16, 2002).
(a)(5)(z) Press Release, dated April 15, 2002 (incorporated by reference to Rule
425 filing filed on April 16, 2002).
(a)(5)(aa) Votefornoc.com website information (incorporated by reference to Rule
425 filing filed on April 16, 2002).
(a)(5)(bb) TRW Proxy Proposals Slide Presentation (incorporated by reference to
Rule 425 filing filed on April 17, 2002).
(a)(5)(cc) Advertisement, dated April 17, 2002 (incorporated by reference to
Rule 425 filing filed on April 17, 2002).
(a)(5)(dd) Press Release, dated April 17, 2002 (incorporated by reference to
Rule 425 filing filed on April 17, 2002).
(a)(5)(ee) Press Release, dated April 17, 2002 (incorporated by reference to
Rule 425 filing filed on April 18, 2002).
(a)(5)(ff) Advertisement, dated April 18, 2002 (incorporated by reference to
Rule 425 filing filed on April 18, 2002).
(a)(5)(gg) Supplement to Offer to Exchange, dated April 15, 2002 (incorporated
by reference to Rule 425 filing filed on April 18, 2002).
(a)(5)(hh) Transcript of Northrop Grumman's first quarter earnings release
conference call on April 17, 2002 (incorporated by reference to Rule 425 filing
filed on April 19, 2002).
(a)(5)(ii) Press Release, dated April 18, 2002 (incorporated by reference to
Rule 425 filing filed on April 19, 2002).
(a)(5)(jj) Form 425 filed April 19, 2002 (incorporated by reference to Rule 425
filing filed on April 19, 2002).
(a)(5)(kk) Press Release, dated April 19, 2002 (incorporated by reference to
Rule 425 filing filed on April 19, 2002).
(a)(5)(ll) Press Release, dated April 22, 2002 (incorporated by reference to
Rule 425 filing filed on April 22, 2002).
(a)(5)(mm) Form 425 filed April 23, 2002 (incorporated by reference to Rule 425
filing filed on April 23, 2002).
(a)(5)(nn) Press Release, dated April 22, 2002 (incorporated by reference to
Rule 425 filing filed on April 23, 2002).
(a)(5)(oo) Letter from W. Burks Terry to William B. Lawrence, dated April 21,
2002 (incorporated by reference to Rule 425 filing filed on April 23, 2002).
(a)(5)(pp) Northrop Grumman Remarks for TRW Annual Meeting on April 24, 2002
(incorporated by reference to Rule 425 filing filed on April 24, 2002).
(a)(5)(qq) Transcript of CNNfn interview with Kent Kresa on April 23, 2002
(incorporated by reference to Rule 425 filing filed on April 24, 2002).
(a)(5)(rr) Press Release, dated April 24, 2002 (incorporated by reference to
Rule 425 filing filed on April 24, 2002).
(a)(5)(ss) Press Release, dated April 29, 2002 (incorporated by reference to
Rule 425 filing filed on April 29, 2002).
(a)(5)(tt) Advertisement, dated April 29, 2002 (incorporated by reference to
Rule 425 filing filed on April 29, 2002).
(a)(5)(uu) Advertisement, dated May 1, 2002 (incorporated by reference to Rule
425 filing filed on May 1, 2002).
(a)(5)(vv) Press Release, dated May 1, 2002 (incorporated by reference to Rule
425 filing filed on May 1, 2002).
(a)(5)(ww) Transcript of "Market Week" interview with Kent Kresa on April 29,
2002 (incorporated by reference to Rule 425 filing filed on May 1, 2002).
(a)(5)(xx) Press Release, dated May 1, 2002 (incorporated by reference to Rule
425 filing filed on May 1, 2002).
(a)(5)(yy) Press Release, dated May 1, 2002 (incorporated by reference to Rule
425 filing filed on May 2, 2002).
(a)(5)(zz) Press Release, dated May 3, 2002 (incorporated by reference to Rule
425 filing filed on May 3, 2002).
(a)(5)(aaa) Press Release, dated May 6, 2002 (incorporated by reference to Rule
425 filing filed on May 6, 2002).
(a)(5)(bbb) Slide Presentation given at Northrop Grumman Annual Meeting, dated
May 15, 2002 (incorporated by reference to Rule 425 filing filed on May 15,
2002).
(a)(5)(ccc) Press Release, dated May 17, 2002 (incorporated by reference to Rule
425 filing filed on May 17, 2002).
(a)(5)(ddd) Press Release, dated May 31, 2002 (incorporated by reference to Rule
425 filing filed on June 3, 2002).
(a)(5)(eee) Press Release, dated June 14, 2002 (incorporated by reference to
Rule 425 filing filed on June 17, 2002).
(a)(5)(fff) Press Release, dated June 24, 2002 (incorporated by reference to
Rule 425 filing filed June 24, 2002).
(a)(5)(ggg) Press Release, dated July 1, 2002 (incorporated by reference to Rule
425 filing filed July 1, 2002).
(b) Not applicable.
(d)(1) Confidentiality Agreement, dated May 5, 2002.
(e) Not applicable.
(f) Sections 1701.84 and 1701.85 of the Ohio Revised Code (included as
Annex B to the Offer to Exchange).
(g) Not applicable.
(h) Tax Opinion (incorporated by reference to exhibit 8.1 to Northrop
Grumman's Registration Statement on Form S-4 filed on March 4, 2002).