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
[LOGO OF NORTHROP GRUMMAN] Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 31-553-6262
Fax 310-556-4561
Contact: Randy Belote (Media) (703) 875-8525
Gaston Kent (Investors) (310) 201-3423
NORTHROP GRUMMAN CLARIFIES
--------------------------
SHARE TENDER NUMBERS
--------------------
LOS ANGELES -- May 6, 2002 -- Northrop Grumman Corporation (NYSE: NOC)
clarified the number of TRW shares tendered for exchange by TRW Inc. (NYSE: TRW)
shareholders as of 5:00 p.m. EDT on May 3, 2002, as follows: approximately
4,200,000 shares of TRW common stock; 1,365 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, 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 also confirmed that it has extended its pending
exchange offer for all outstanding shares of common and preferred stock of TRW
from May 3, 2002, to May 17, 2002, at midnight EDT.
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.
- more -
# # #
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.
# # #
0502-127
LEARN MORE ABOUT US: Northrop Grumman news releases, product information, photos
and video clips are available on the Internet at: http://www.northropgrumman.com
------------------------------
Members of the news media may receive our releases via e-mail by registering at:
http://www.northropgrumman.com/cgi-bin/regist form.cgi
------------------------------------------------------