FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933
FILER: NORTHROP GRUMMAN CORPORATION
SUBJECT COMPANY: TRW INC. NO 1-2384
A registration statement relating to the securities proposed to be issued in the
Offer has been filed with the Securities and Exchange Commission but has not yet
become effective. Such securities may not be issued nor may offers to receive
such securities be accepted prior to the time the registration statement becomes
effective. This announcement is neither an offer to sell nor the solicitation of
an offer to buy such securities nor shall there be any sale thereof in any state
in which such offer, solicitation or sale, or the timing thereof, would be
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of Northrop Grumman by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Exchange
Each Outstanding Share of Common Stock
of
TRW Inc.
for
Shares of Common Stock of Northrop Grumman Corporation valued at $47.00
and
Each Outstanding Share of Serial Preference Stock II
of
TRW Inc.
for
Shares of Common Stock of Northrop Grumman Corporation valued at $47.00
multiplied by the then-effective conversion rate of the applicable
Series of Serial Preference Stock II,
in each case subject to the procedures and limitations
described in the Offer to Exchange and the related Letters of Transmittal
by
Northrop Grumman Corporation
Each Common Share may be exchanged for a number of shares of Northrop
Grumman's common stock equal to $47.00 per Common Share divided by the average
of the closing sale prices of Northrop Grumman common stock on the New York
Stock Exchange as reported in The Wall Street Journal over the five consecutive
trading days ending immediately prior to the second trading day prior to the
expiration of the Offer (the "Exchange Ratio"), but in no event will the
Exchange Ratio be more than 0.4563 ($47.00/$103.00) or less than 0.4159
($47.00/$113.00). Each Series 1 Share and each Series 3 Share of Serial
Preference Stock II may be exchanged for a number of shares of Northrop
Grumman's common stock equal to the then-effective conversion rate for such
preferred shares multiplied by the Exchange Ratio. As of March 13, 2001, TRW
reported that the conversion rate for the Series 1 Shares was 8.8 Common Shares
for each Series 1 Share and the conversion rate for the Series 3 Shares was
7.448 Common Shares for each Series 3 Share, calculated as provided in TRW's
Amended Articles of Incorporation. The Offer is made 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 terms and
conditions set forth in the Offer to Exchange and the Letters of Transmittal, as
each may be amended or supplemented from time to time, collectively constitute
the "Offer"). Holders of Shares will not receive any fractional shares of
Northrop Grumman common stock. Instead, they will receive cash in an amount
equal to the value of the fractional Northrop Grumman shares they otherwise
would have been entitled to receive. As used herein, the term "Common Shares"
refers to shares of common stock of TRW, $0.625 par value per share, the term
"Series 1 Shares" refers to shares of Cumulative Serial Preference Stock II,
$4.40 Convertible Series 1 of TRW, no par value per share, the term "Series 3
Shares" refers to shares of Cumulative Serial Preference Stock II, $4.50
Convertible Series 3 of TRW, no par value per share, and the term "Shares"
refers to Common Shares, Series 1 Shares and Series 3 Shares, collectively. In
order to permit Northrop Grumman to disseminate the Offer to Exchange, Northrop
Grumman will request a list of TRW's shareholders of record and security
position listings.
If TRW shareholders of record tender Shares, they will not be obligated
to pay any charges or expenses of EquiServe Trust Company (the "Exchange Agent")
or any brokerage commissions. Except as set forth in the instructions to the
Letters of Transmittal, transfer taxes on the exchange of Shares pursuant to the
Offer to Exchange will be paid by Northrop Grumman or on its behalf.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MARCH 29, 2002, UNLESS THE OFFER IS EXTENDED.
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The purpose of the Offer is for Northrop Grumman to acquire control of,
and ultimately the entire equity interest in, TRW. Northrop Grumman intends
promptly after the completion of the Offer to seek to have TRW complete a merger
with Northrop Grumman or a wholly owned subsidiary of Northrop Grumman in which
each outstanding share of capital stock of TRW (except for treasury shares of
TRW and Shares beneficially owned directly or indirectly by Northrop Grumman for
its own account) would be converted into the right to receive shares of Northrop
Grumman common stock at the same exchange ratio as provided in the Offer to
Exchange, subject to dissenters' rights under Ohio law.
The rights of Northrop Grumman stockholders differ in certain material
respects from the rights of TRW shareholders as described in the Offer to
Exchange. Among other things, the rights of TRW shareholders are governed by
Ohio corporate law and the rights of Northrop Grumman stockholders are governed
by Delaware corporate law.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THE TENDER OF
ENOUGH SHARES SO THAT, AFTER THE COMPLETION OF THE OFFER, NORTHROP GRUMMAN OWNS
A NUMBER OF SHARES WHICH, TOGETHER WITH ANY SHARES THAT NORTHROP GRUMMAN
BENEFICIALLY OWNS FOR ITS OWN ACCOUNT, CONSTITUTES A MAJORITY OF THE TOTAL
OUTSTANDING COMMON SHARES ON A FULLY DILUTED BASIS, (2) THE EXPIRATION OR
TERMINATION OF ANY APPLICABLE WAITING PERIODS UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENT ACT OF 1976, AS AMENDED, COUNCIL REGULATION (EEC) NO.
4064/89 OF THE COUNCIL OF THE EUROPEAN UNION AND ANY OTHER APPLICABLE SIMILAR
FOREIGN LAWS OR REGULATIONS, (3) THE REQUISITE APPROVAL OF TRW'S SHAREHOLDERS
UNDER THE OHIO CONTROL SHARE ACQUISITION LAW OR NORTHROP GRUMMAN'S BEING
SATISFIED, IN ITS SOLE DIS-CRETION, THAT SUCH LAW IS INAPPLICABLE OR INVALID,
(4) THE EXPIRATION OR TERMINATION OF THE WAITING PERIOD DURING WHICH THE OHIO
DIVISION OF SECURITIES MAY SUSPEND THE OFFER UNDER TITLE 17 OF THE OHIO REVISED
CODE, WITHOUT THE OCCURRENCE OF ANY SUCH SUSPENSION, OR NORTHROP GRUMMAN'S BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT SUCH LAW IS INAPPLICABLE OR INVALID, (5)
THE APPROVAL OF THE ISSUANCE OF SHARES OF NORTHROP GRUMMAN COMMON STOCK PURSUANT
TO THE OFFER TO EXCHANGE AND THE PROPOSED MERGER BY THE STOCKHOLDERS OF NORTHROP
GRUMMAN, (6) TRW'S NOT HAVING ENTERED INTO OR EFFECTUATED ANY OTHER AGREEMENT OR
TRANSACTION WITH ANY PERSON OR ENTITY HAVING THE EFFECT OF IMPAIRING NORTHROP
GRUMMAN'S ABILITY TO ACQUIRE TRW OR OTHERWISE DIMINISHING THE VALUE OF THE
ACQUISITION OF TRW AND (7) THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, RELATING TO THE SECURITIES TO BE ISSUED IN THE OFFER,
HAVING BECOME EFFECTIVE. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS
DESCRIBED IN THE OFFER AND THE RELATED LETTERS OF TRANSMITTAL.
Tender of Shares pursuant to the Offer will only become effective, and
Northrop Grumman shall have the right to acquire tendered Shares, only at such
time as Section 1704 of Title 17 of the Ohio Revised Code shall not prohibit or
delay the contemplated merger. No tender of Shares shall be effective, and
Northrop Grumman shall have no right to acquire tendered Shares, prior to such
time.
For purposes of the Offer, Northrop Grumman will be deemed to have
accepted for exchange Shares validly tendered and not withdrawn if and when
Northrop Grumman notifies the Exchange Agent of Northrop Grumman's acceptance
for exchange of the tenders of those Shares pursuant to the Offer. The Exchange
Agent will act as agent for tendering shareholders for the purpose of receiving
Northrop Grumman common stock (including cash to be paid in lieu of fractional
shares of Northrop Grumman common stock) and transmitting the stock and cash to
shareholders. Pursuant to the Offer, the Exchange Agent will deliver shares of
Northrop Grumman common stock and cash to be paid in lieu of fractional shares
of Northrop Grumman common stock in exchange for Shares as soon as practicable
after receipt of such notice from Northrop Grumman. Upon the terms and subject
to the conditions of the Offer, the exchange of Shares accepted for exchange
pursuant to the Offer will be made by deposit of certificates representing
shares of Northrop Grumman common stock exchangeable therefor (or cash payable
in lieu of fractional shares) with the Exchange Agent. In all cases, delivery of
certificates representing shares of Northrop Grumman common stock (and cash paid
in lieu of fractional shares) issued pursuant to the Offer will be made only
after timely receipt by the Exchange Agent of (i) certificates representing the
Shares or a Book-Entry Confirmation (as defined in the Offer to Exchange) with
respect to such Shares, (ii) a duly executed Letter of Transmittal to tender
Shares or an agent's message in connection with a book-entry transfer and (iii)
any other documents or instruments required by such Letter of Transmittal.
Under no circumstances will any interest be paid on cash amounts
payable in lieu of fractional shares, regardless of any extension of the offer
or any delay in making such payment.
The Offer and the merger are expected to qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code provided that
certain factual assumptions are satisfied. If the transactions so qualify,
holders of Shares generally will not recognize any gain or loss for United
States federal income tax purposes on the exchange of their Shares for Northrop
Grumman common stock in the Offer and the merger, except for any gain or loss
attributable to the receipt of cash in lieu of a fractional share of Northrop
Grumman common stock.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission and other applicable law, Northrop Grumman expressly
reserves the right, in its sole discretion, at any time or from time to time, to
extend the period of time during which the Offer remains open by giving oral or
written notice of such extension to the Exchange Agent. Any such extension will
be followed as promptly as practicable with a public announcement thereof not
later than 9:00 a.m., New York City time, on the next business day after the
scheduled expiration date. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
right of a tendering shareholder to withdraw tendered Shares.
Shares tendered pursuant to the Offer may be withdrawn at any time
prior to the expiration of the Offer. Following the expiration of the Offer,
such tenders are irrevocable, except that they may be withdrawn at any time
after Friday, May 3, 2002, unless accepted for payment prior to such date as
provided in the Offer to Exchange.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal containing the information and satisfying the requirements
set forth in the Offer to Exchange must be timely received by the Exchange Agent
at one of its addresses set forth on the back cover of the Offer to Exchange.
The signature(s) on the notice of withdrawal must be guaranteed by a financial
institution that is a participant in the Securities Transfer Agents Medallion
Program (an "Eligible Institution") unless such Shares have been tendered for
the account of any Eligible Institution. Shares properly withdrawn will be
deemed not to have been validly tendered for purposes of the Offer. However,
shareholders may re-tender withdrawn Shares prior to the expiration date by
following the procedures discussed in the Offer. Northrop Grumman will decide
all questions as to the form and validity of any notice of withdrawal in its
sole and absolute discretion.
Northrop Grumman may elect to provide a subsequent offering period of
up to 20 business days after the acceptance of Shares pursuant to the Offer if
the requirements under Rule 14d-11 of the General Rules and Regulations under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), have
been met. Shareholders will not have the right to withdraw Shares tendered in
the subsequent offering period, if any.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the Exchange Act is contained in the Offer to Exchange and is
incorporated herein by this reference.
The Offer to Exchange, the related Letters of Transmittal and other
relevant materials will be mailed to record holders of Shares and will be
furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on the shareholder list for the Shares or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO EXCHANGE AND THE LETTERS OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. SUCH DOCUMENTS MAY BE EXAMINED AT THE WEB SITE OF THE
SECURITIES AND EXCHANGE COMMISSION AT WWW.SEC.GOV.
Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below. Shareholders may request additional copies of
the Offer to Exchange, the related Letters of Transmittal and other tender offer
materials from the Information Agent, the Dealer Manager or their broker,
dealer, commercial bank or trust company. Such additional copies will be
furnished at Northrop Grumman's expense. No fees or commissions will be paid to
brokers, dealers or other persons (other than the Information Agent and the
Dealer Manager) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer to Exchange is:
D. F. King & Co., Inc.
U.S. and Canada Europe
77 Water Street No. 2 London Wall Buildings, 2nd Floor
New York, New York 10005 London Wall
Banks and Brokers Call Collect: 1-212-269-5550 London EC2M 5PP, United Kingdom
All Others Call Toll-Free: 1-800-755-7250 Tel.: +(44) 207 920 9700
The Dealer Manager for the Offer is:
Salomon Smith Barney
388 Greenwich Street
New York, New York 10013
Call Toll-Free: (888) 328-4596
March 4, 2002