Prepared by R.R. Donnelley Financial -- Preliminary Proxy Statement
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
x Preliminary Proxy Statement
¨ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TRW INC.
(Name of Registrant as Specified in Its Charter)
NORTHROP GRUMMAN CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
¨ No fee required.
x Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies: Common Stock, par value $0.625 per share (“Common Shares”) and Serial Preference Stock II
(“Preference Stock II”), no par value per share. The Preference Stock II is divided into two series: Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share (“Series 1 Shares”) and Cumulative
Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share (“Series 3 Shares”). |
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Aggregate number of securities to which transaction applies: 126,286,307 Common Shares and 90,926 shares of Preference Stock II, comprised of 31,710 Series 1 Shares and 59,216
Series 3 Shares. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: $47.00 in market value of Northrop Grumman Corporation common stock per
Common Share (based on the formula described below); $413.60 in market value of Northrop Grumman common stock per Series 1 Share (based on the formula described below); and $350.06 in market value of Northrop Grumman common stock per Series 3 Share
(based on the formula described below). |
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Proposed maximum aggregate value of transaction: $6,487,486,707.68. |
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Total fee paid: $1,297,497.34. |
Pursuant to, and as provided by, Rule 0-11(c), the aggregate filing fee of $1,297,497.34 is based upon 1/50th of
1% of the transaction value, based on the exchange of (i) each Common Share for a number of shares of Northrop Grumman Corporation common stock with a market value of $47.00 per Common Share based on the average closing sale prices for a share of
such stock on the New York Stock Exchange as reported in the Wall Street Journal over the five consecutive trading days ending on the second trading day prior to the expiration of Northrop Grumman’s Offer to Exchange dated March 4, 2002, but in
no event will the number of shares of Common Stock exchanged for each Common Share be greater than 0.4563 ($47.00/$103.00) or less than 0.4159 ($47.00/$113.00) (such number, the “Exchange Ratio”); (ii) each Series 1 Shares for a
number of shares of Northrop Grumman Common Stock equal to the Exchange Ratio multiplied by the then-effective conversion rate for the Series 1 Shares; and (iii) each Series 3 Share for a number of shares of Northrop Grumman Common Stock equal to
the Exchange Ratio multiplied by the then-effective conversion rate for the Series 3 Shares. As of March 13, 2001, TRW reported that the conversion rate for the Series 1 Shares was 8.8 Common Shares per Series 1 Share and the conversion rate for the
Series 3 Shares was 7.448 Common Shares per Series 3 Share.
x Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,297,497.34. |
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Form, Schedule or Registration Statement No.: Tender Offer Statement on Schedule TO ($700,648.26 paid with filing) and Registration Statement on Form S-4
($596,849.08 paid with filing). |
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Filing Party: Northrop Grumman Corporation |
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Date Filed: March 4, 2002 |
REVISED PRELIMINARY COPY
2002 ANNUAL MEETING OF STOCKHOLDERS
OF
TRW INC.
PROXY STATEMENT
OF
NORTHROP GRUMMAN CORPORATION
Northrop Grumman is furnishing this Proxy Statement and the
accompanying GREEN proxy card to TRW shareholders in connection with TRW’s 2002 Annual Meeting of Shareholders, and at any adjournments or postponements thereof (the “Annual Meeting”). TRW has announced that the Annual Meeting will be
held at 8:30 a.m. local time on Wednesday, April 24, 2002 at TRW’s executive offices at 1900 Richmond Road in Lyndhurst, Ohio. TRW has fixed February 8, 2002 as the date for the determination of shareholders of record entitled to notice of and
to vote at the Annual Meeting (the “Record Date”).
The date of this Proxy Statement is
March , 2002. This Proxy Statement and the accompanying GREEN proxy card are first being sent or given to TRW’s shareholders on or about March ,
2002.
At the Annual Meeting, TRW’s shareholders will be asked to elect four members of TRW’s Board of Directors and
to ratify the selection of TRW’s independent public accountants. In addition, Northrop Grumman intends to propose two shareholder resolutions more fully described in this Proxy Statement:
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requesting TRW’s Directors to maximize shareholder value by providing non-public information regarding TRW to Northrop Grumman and by establishing a committee of
independent Directors, with the authority described below; and |
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requesting TRW’s Directors to take all actions within their authority to allow TRW shareholders to decide for themselves whether to exchange their TRW stock for Northrop
Grumman stock pursuant to the Offer to Exchange or in a merger transaction. |
Each of Northrop Grumman’s shareholder proposals is
described in greater detail elsewhere in this Proxy Statement. Northrop Grumman is making no recommendation concerning the election of TRW Directors or the ratification of the selection of auditors. TRW shareholders may use the enclosed GREEN
proxy card to vote on the election of TRW directors and ratification of the selection of TRW’s accountants, as well as to vote on the two Northrop Grumman proposed resolutions described in this proxy statement.
Northrop Grumman approached TRW on February 21, 2002 with a proposal to negotiate a merger of TRW and Northrop Grumman. Northrop Grumman’s merger
proposal, and TRW’s response to date, are described below in the section entitled “Background Information.” Northrop Grumman remains interested in pursuing discussions and negotiations with TRW’s Board of Directors regarding such
a merger transaction.
Northrop Grumman has commenced an exchange offer for all outstanding shares of capital stock of TRW, on
the terms and subject to the conditions set forth in Northrop Grumman’s Offer to Exchange, dated March 4, 2002, and the related Letters of Transmittal, copies of which are attached as Annex A to this Proxy Statement and are incorporated herein
by this reference. As used herein, “Offer to Exchange” includes the Offer to Exchange and the related Letters of Transmittal, as the same may be amended from time to time.
Certain provisions of Ohio state law require TRW shareholder authorization before Northrop Grumman may acquire TRW shares that would entitle Northrop Grumman directly or indirectly to
control 20% or more of the voting power of TRW in the election of directors. As required by Ohio law, Northrop Grumman has delivered an “Acquiring Person Statement” to TRW indicating that it intends to seek to acquire more than a majority
of the voting power of TRW pursuant to the Offer to Exchange and requesting that TRW call a special meeting at
which TRW’s shareholders will be asked to authorize Northrop Grumman’s acquisition of more than a majority of the voting power of TRW pursuant to the Offer to Exchange. This special
meeting is referred to in this Proxy Statement as the “Control Share Special Meeting.” Northrop Grumman will send TRW shareholders a separate proxy statement and a separate form of BLUE proxy for the Control Share Special Meeting. Northrop
Grumman has filed preliminary copies of its proxy materials for the Control Share Special Meeting with the Securities and Exchange Commission (the “Commission”). Copies of those materials (and any amendments thereto) may be obtained
without charge at the Commission’s website at www.sec.gov, as they become available. TRW shareholders also should receive a separate notice of the time, date and location for the Control Share Special Meeting from TRW.
It is important that TRW’s shareholders vote their shares both at the Control Share Special Meeting and at the Annual Meeting. Please read the
materials sent by Northrop Grumman for the Control Share Special Meeting and these materials regarding the Annual Meeting carefully, and please make sure that you make your desires known by voting your TRW shares at both meetings.
Based on TRW’s proxy statement for the Annual Meeting, as of the close of business on February 8, 2002, there were 126,602,415 shares of
TRW common stock, $0.625 par value per share (“Common Shares”), 29,336 shares of Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share (the “Series 1 Shares”), and 55,128 Shares of Cumulative
Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share (the “Series 3 Shares”), issued and outstanding. Each Common Share, Series 1 Share and Series 3 Share entitles the holder thereof to one vote per share. In
addition, Ohio law permits cumulative voting in the election of Directors, upon shareholder request, as described below under “Cumulative Voting.”
A vote in favor of the Northrop Grumman shareholder proposals described in this Proxy Statement will not obligate TRW shareholders to tender their TRW shares pursuant to the Offer to Exchange.
Each TRW shareholder of record as of the Record Date will be entitled to vote at the Annual
Meeting, even if such shareholder has tendered TRW shares for exchange pursuant to the Offer to Exchange or sold those shares after the Record Date.
Whether or not a TRW shareholder plans to attend the Annual Meeting, Northrop Grumman urges all TRW shareholders to vote FOR both of the Northrop Grumman proposed resolutions described in this Proxy Statement by
signing and returning the accompanying GREEN proxy card in the enclosed postage-paid envelope.
Unless revoked in the manner
set forth below, GREEN proxies will be voted at the Annual Meeting in accordance with the written instructions specified in the proxy. In the absence of written instructions, GREEN proxies will be voted:
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FOR the two Northrop Grumman proposed resolutions described in this Proxy Statement; |
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FOR the election of the director nominees proposed by TRW’s Board of Directors; and |
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FOR the ratification of the selection of TRW’s independent public accountants. |
The method for counting votes and the effects of abstaining from voting at the Annual Meeting and so-called “broker non-votes” are described below in the section entitled
“Voting Procedures.”
The proxies named in the accompanying GREEN proxy card will not have discretionary authority to
vote on any of the matters described in this Proxy Statement. Northrop Grumman has no reason to believe that any proposals other than those described in this Proxy Statement will come before TRW’s shareholders at the Annual Meeting. However, if
other proposals are introduced at the Annual Meeting, the proxies named in the accompanying GREEN proxy cards will vote on any such other matters in their discretion.
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Northrop Grumman urges TRW’s shareholders NOT to sign any proxy card sent by TRW:
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Opposing either of the Northrop Grumman proposed resolutions described in this Proxy Statement; or |
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Which does not provide a means to vote on the two Northrop Grumman proposed resolutions described in this Proxy Statement. |
Any TRW shareholder who votes by telephone or internet or who signs and returns a proxy card for the Annual Meeting may revoke those votes and may
revoke any proxy previously given, by returning a later dated proxy or by sending a written notice revoking the prior vote or previously returned proxy card to:
TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124.
Although a revocation will be
effective if delivered only to TRW, please also send a copy of any notice of revocation or later dated proxy to:
Northrop Grumman
Corporation
c/o D.F. King & Co., Inc.
Wall Street Station - P.O. Box 411
New York, New York 10269-0069
TRW shareholders also may revoke any
earlier telephone or internet votes or any proxies they may have previously signed and returned by voting their TRW shares in person at the Annual Meeting on the shareholder proposals on which they previously voted or the proposals referenced in any
such earlier dated Annual Meeting proxy.
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BACKGROUND INFORMATION
On February 21, 2002, Northrop Grumman sent a letter to TRW proposing negotiations for a merger of the two companies in which the holders of TRW Common Shares would receive $47.00 in
market value of Northrop Grumman common stock for each Common Share. In the letter, Northrop Grumman stated its intention to separate TRW’s automotive business from the rest of the company after completing the proposed merger, based on Northrop
Grumman's belief that TRW’s automotive business does not logically fit with either TRW’s or Northrop Grumman's other business segments. Northrop Grumman proposed to begin the due diligence process immediately, concurrently with
negotiations for a definitive merger agreement, and stated that it believed with cooperation a definitive agreement could be reached by March 11, 2002. Northrop Grumman said it anticipated only minimal delays in the antitrust review process,
expressed an interest in reviewing non-public information regarding TRW and indicated it was prepared to consider in the proposed offer any enhanced values that might be demonstrated by such information.
On March 3, 2002, TRW notified Northrop Grumman that TRW’s Board of Directors was rejecting Northrop Grumman's proposal as “financially
inadequate” and Northrop Grumman announced that it would commence the Offer to Exchange on March 4, 2002. On March 4, Northrop Grumman commenced the Offer to Exchange.
On March 13, 2002, TRW’s Board of Directors issued a press release rejecting the Offer to Exchange and stated that Northrop Grumman’s offer was “financially inadequate and
not in the best interests of TRW’s shareholders.” On March 13, 2002, Northrop Grumman issued a press release containing the following text reaffirming its commitment to the Offer to Exchange.
“Northrop Grumman remains fully committed to its previously announced exchange offer to acquire TRW. If TRW’s board and
management want to maximize shareholder value, as they stated in today’s release, then we would encourage them to sit down with us immediately to begin the process of negotiating a transaction that is in the best interests of the shareholders
of both our companies,” said Kent Kresa, chairman and chief executive officer. “While we continue to believe that our offer represents full and fair value based on analysis of the available public data, TRW continues to hold us at
arm’s length and deny us access to information that could support its claim that an offer of greater value is warranted.”
“Furthermore, we believe that TRW and its shareholders should recognize that our offer has a higher degree of certainty, can be rapidly completed and poses far less risk than any of the alternatives suggested in
its announcement today. TRW promises to explore a variety of contingent actions, which may lead to the separation of its automotive and aerospace businesses while arguing that its shareholders should hold out hope that these potential actions can
deliver value. In contrast, Northrop’s proposal represents a single, coherent, well-defined transaction that will provide excellent value immediately while also providing TRW shareholders the opportunity to participate in the exciting future
growth potential of Northrop Grumman.”
“As to any conditions attached to our offer, it should be
clear that only TRW’s board has the ability to create near-term value by removing the principal conditions through immediately entering into good faith negotiations and allowing Northrop Grumman to conduct its due diligence. Not doing so only
serves to hinder the realization of value for TRW shareholders.”
“A Northrop Grumman/TRW
combination makes eminent strategic sense and will bring together our two companies’ complementary defense capabilities,” said Kresa. “Over the years, we are very proud of the fact that we have built a major tier-one defense company.
This has been accomplished by first identifying and then successfully integrating new businesses into the Northrop Grumman family. We have also consistently delivered shareholder value not only to our shareholders but to the shareholders of these
acquired companies,” concluded Kresa.”
On March 13, 2002, TRW filed a Solicitation/Recommendation Statement on
Schedule 14D-9 recommending that TRW’s shareholders reject the Offer to Exchange and not exchange their TRW shares pursuant to the Offer to Exchange.
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THE SHAREHOLDER PROPOSALS
Northrop Grumman intends to present the following two proposals to TRW’s shareholders at the Annual Meeting:
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a non-binding resolution calling on TRW’s Board of Directors to maximize shareholder value: |
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by providing Northrop Grumman access to non-public information regarding TRW to permit Northrop Grumman to assess whether an increase in the consideration proposed in the Offer
to Exchange is justified; and |
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by establishing a committee of independent directors to evaluate Northrop Grumman’s proposal and any other merger or acquisition proposal timely presented by a third
party, with the advice and assistance of qualified independent financial advisors selected by the committee; and |
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a non-binding resolution calling on TRW’s Directors to take such actions as are within their authority to provide the opportunity for TRW shareholders to decide for
themselves whether to exchange their TRW stock for Northrop Grumman stock pursuant to the Offer to Exchange or in a merger transaction. |
PROPOSAL TO MAXIMIZE SHAREHOLDER VALUE
The complete text of the resolution to maximize
shareholder value is as follows:
“WHEREAS, the shareholders of TRW Inc. (“TRW”) believe that it is in the best
interests of TRW’s shareholders that the Board of Directors give careful and thorough consideration to any legitimate proposal for a merger or acquisition transaction involving TRW;
WHEREAS, Northrop Grumman Corporation (“Northrop Grumman”) has proposed a transaction whereby, on the terms and subject to the conditions set forth in Northrop Grumman’s
Offer to Exchange dated March 4, 2002, Northrop Grumman would provide TRW’s shareholders an opportunity to exchange their TRW capital stock for $47.00 in market value of Northrop Grumman common stock per share of TRW common stock and an
equivalent value per share of each series of Serial Preference Stock II of the Company, based on the respective conversion rates of such Serial Preference Stock II, as described in greater detail in the Offer to Exchange;
WHEREAS, Northrop Grumman has requested access to non-public information regarding TRW to permit Northrop Grumman to determine whether an increase in
the consideration currently proposed in the Offer to Exchange is justified;
WHEREAS, TRW’s shareholders believe that the
Northrop Grumman proposal is worthy of consideration by the Board of Directors and should be fully and fairly evaluated, together with any other legitimate merger or acquisition proposals from third parties that may be presented to the Company at
this time; and
WHEREAS, TRW’s shareholders believe that Northrop Grumman should be provided non-public information
regarding TRW to enable Northrop Grumman to consider any relevant information which might justify an increase in the consideration currently offered pursuant to the Offer to Exchange.
NOW, THEREFORE, BE IT RESOLVED, that TRW’s shareholders recommend that TRW’s Board of Directors seek to maximize TRW shareholder value by promptly (a) providing Northrop
Grumman non-public information necessary to fully and fairly value TRW and (b) establishing and authorizing a committee of independent directors (i) to evaluate the terms of the Northrop Grumman proposal and any such other timely merger or
acquisition proposals with the advice and assistance of qualified independent financial advisors selected by such committee, (ii) to engage in discussions and negotiations with any legitimate
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potential acquirers regarding the prompt sale of the Company and (iii) to make recommendations to the Board of Directors and, in turn, TRW’s shareholders as to the highest and best bid for
the acquisition of all or substantially all of the outstanding capital stock of TRW.”
Northrop Grumman urges TRW’s
shareholders to vote FOR the foregoing proposal.
PROPOSAL TO PROVIDE TRW SHAREHOLDERS THE OPPORTUNITY TO DECIDE FOR
THEMSELVES
The full text of the resolution to provide TRW shareholders the opportunity to decide for themselves is as
follows:
“WHEREAS, Northrop Grumman has proposed a merger of TRW with Northrop Grumman or a wholly owned subsidiary of
Northrop Grumman, in which TRW’s shareholders would receive $47.00 in value per share of TRW common stock and the holders of TRW preferred stock would receive an equivalent value for those shares on as-converted basis;
WHEREAS, Northrop Grumman has commenced an exchange offer for all outstanding shares of TRW capital stock, on the terms and subject to the conditions
set forth in Northrop Grumman’s Offer to Exchange dated March 4, 2002;
WHEREAS, TRW’s Board of Directors has rejected
Northrop Grumman’s initial proposal and Northrop Grumman has indicated its desire to engage in discussions regarding a potential transaction, including evaluating a potential increase in the proposed consideration if TRW provides non-public
information which warrants such an increase;
WHEREAS, TRW’s shareholders desire the ability to freely choose for
themselves whether to exchange their TRW shares pursuant to the Offer to Exchange or in a merger transaction and desire TRW’s Board of Directors to refrain from taking actions which could impede or restrict TRW’s shareholders from freely
and independently doing so.
NOW, THEREFORE, BE IT RESOLVED, that TRW’s shareholders hereby call on TRW’s Board of
Directors to take all actions within their authority to provide the opportunity for TRW shareholders to decide for themselves whether to exchange their TRW stock for Northrop Grumman stock pursuant to the Offer to Exchange or in a merger
transaction; and
RESOLVED, FURTHER, that TRW’s shareholders desire that TRW’s Board of Directors refrain from any
actions, or fail to take any actions, which could serve to impede or delay such opportunity.”
Northrop Grumman urges TRW’s shareholders to vote FOR the foregoing proposal.
Approval of the foregoing proposal does not constitute the shareholder approval required by the Control Share Acquisition Law described below. However, it will tell TRW’s Board of Directors that TRW’s shareholders believe they
should be provided the opportunity to determine for themselves whether to exchange their TRW shares for Northrop Grumman common stock. Such an opportunity would be provided if the Board of Directors approves a merger agreement with Northrop Grumman
providing for such an exchange. Such an opportunity also would be provided if TRW’s Board of Directors recommends the necessary shareholder approval under Ohio’s Control Share Acquisition Law.
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OHIO CONTROL SHARE ACQUISITION LAW
The following summary is not intended to be a complete summary of the Ohio Control Acquisition Law and is qualified in its entirety by reference to the Ohio Control Share Acquisition Law
and the Ohio Revised Code.
The Ohio Control Share Acquisition Law (Section 1710.831 of the Ohio Revised Code) provides that,
unless the articles of incorporation or the regulations of an issuing public corporation provide otherwise, any control share acquisition of such corporation shall be made only with the prior authorization of the shareholders. An “issuing
public corporation” is defined in the Ohio Revised Code as a corporation, such as TRW, organized for profit under the laws of Ohio, with 50 or more shareholders, that has its principal place of business, principal executive offices or
substantial assets in Ohio, and as to which there is no close corporation agreement in existence.
A “control share
acquisition” is defined in the Ohio Revised Code as the acquisition, directly or indirectly, by any person of shares of an issuing public corporation that, when added to all other shares of the issuing public corporation in respect of which
such person may exercise or direct the exercise of voting power, would entitle such person, immediately after such acquisition, directly or indirectly, alone or with others, to control any of the following ranges of voting power of such issuing
public corporation in the election of directors:
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one-fifth or more but less than one-third of such voting power; |
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one-third or more but less than a majority of such voting power; or |
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a majority or more of such voting power. |
Any person who proposes to make a control share acquisition must deliver an “acquiring person statement” to the issuing public corporation, which statement must include:
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the identity of the acquiring person; |
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a statement that the acquiring person statement is being given pursuant to Section 1710.831 of the Ohio Revised Code; |
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the number of shares of the issuing public corporation owned, directly or indirectly, by such acquiring person; |
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the range of voting power in the election of directors under which the proposed acquisition would, if consummated, fall (i.e., in excess of 20%, 33 1/3% or 50%); |
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a description of the terms of the proposed acquisition; and |
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representations of the acquiring person that the acquisition will not be contrary to the law and that such acquiring person has the financial capacity to make the proposed
acquisition (including the facts upon which such representations are based). |
Northrop Grumman delivered an
acquiring person statement (the “Northrop Acquiring Person Statement”) to TRW on March 4, 2002.
Within 10 days of
receipt of a qualifying acquiring person statement, the directors of the issuing public corporation must call a special shareholders meeting to vote on the proposed acquisition. The special shareholders meeting must be held within 50 days of receipt
of the acquiring person statement, unless the acquiring person otherwise agrees. TRW has called the special meeting, which will be held on April 22, 2002 unless such date is extended with the written consent of Northrop Grumman, as described in
greater detail in the proxy statement for the Control Share Special Meeting which will be sent to you separately. Northrop Grumman has filed preliminary copies of its proxy materials for the Control Share Special Meeting with the Commission. Copies
of those proxy materials (and any amendments thereto) may be obtained without charge from the Commission’s website at www.SEC.gov, as they become available.
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The acquiring person may make the proposed control share acquisition only if:
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at a meeting at which a quorum is present, the control share acquisition is authorized by a majority of the holders of the voting power entitled to vote in the election of
directors represented in person or by proxy at such meeting and the control share acquisition is authorized by a majority of the portion of the voting power represented at the meeting in person or by proxy, excluding “interested
shares;” and |
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such acquisition is consummated, in accordance with the terms so authorized, within 360 days following such authorization. |
“Interested shares” are defined in the Ohio Revised Code as shares as to which any of the following persons may exercise or direct the
exercise of voting power in the election of directors:
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an officer of the issuing public corporation elected or appointed by its directors; |
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any employee of the issuing public corporation who is also a director of such corporation; or |
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any person who acquires such shares for valuable consideration during the period beginning with the date of the first public disclosure of a proposed control share acquisition
of the issuing public corporation or any proposed merger, consolidation or other transaction that would result in a change in control of the corporation or all or substantially all of its assets and ending on the Record Date, if either of the
following apply: |
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the aggregate consideration paid or otherwise given by the person who acquired the shares and any other persons acting in concert with such persons exceeds $250,000; or
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the number of shares acquired by the person who acquired the shares and any other persons acting in concert with such person exceeds 1/2 of 1% of the outstanding shares of the
issuing public corporation entitled to vote in the election of directors. |
“Interested shares” also
include interested shares held by a person who transfers such interested shares after the record date if accompanied by an instrument (such as a proxy or voting agreement) that gives the transferee the power to vote those shares.
VOTING PROCEDURES
The
Common Shares, Series 1 Shares and Series 3 Shares are the only classes of TRW capital stock entitled to vote at the Annual Meeting. Every holder of such TRW shares is entitled to one vote for each share held of record as of the Record Date.
According to TRW’s proxy statement for the Annual Meeting, shareholder votes will be tabulated by independent inspectors
of election for the Annual Meeting, and all properly signed proxy cards and all properly recorded internet and telephone votes will be counted to determine whether a quorum is present at the meeting. Votes for Director nominees that are marked
“withhold” will be counted for purposes of determining a quorum, but will not be counted in determining the election of the Directors for which voting is withheld. Votes marked “abstain” with respect to the ratification of
TRW’s selection of accountants will be counted in determining a quorum but will not be counted as votes cast at the meeting, and therefore will have no effect on the ratification of TRW’s selection of independent public accountants.
The proxies named in the accompanying GREEN proxy card will not have discretionary authority to vote on any of the matters
described in this Proxy Statement. Northrop Grumman has no reason to believe that any proposals other than those described in this Proxy Statement will come before TRW’s shareholders at the Annual
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Meeting. However, if other proposals are introduced at the Annual Meeting, the proxies named in the accompanying GREEN proxy cards will vote on any such other matters in their discretion.
Requirements for Quorum
The Regulations of TRW specify that a quorum is present at any meeting of TRW shareholders, if there are present at the meeting in person or by proxy shareholders of record entitled to exercise not less than 35% of the voting power in the
election of TRW directors.
Required Votes
The Regulations of TRW specify that a majority of the votes cast at a meeting of TRW’s shareholders at which a quorum is present are sufficient to approve any matter brought before TRW’s shareholders, unless
TRW’s Articles or Regulations or applicable law require a different percentage. Neither the Articles or Regulations or applicable law require any specific percentage vote to approve the shareholder proposals described herein, other than the
election of Directors. Therefore, assuming a quorum is present at the Annual Meeting, approval of each of the shareholder proposals described in this Proxy Statement (other than the election of Directors) requires that at least a majority of the
votes actually cast on such matters are voted in favor of such proposal. Under Ohio law, the candidates receiving the greatest numbers of votes in an election of directors are elected. Therefore, the four nominees receiving the highest number of
votes at the Annual Meeting will be elected to TRW's Board of Directors.
Cumulative Voting
The Ohio Revised Code provides for cumulative voting in the election of directors of Ohio corporations if:
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the corporation’s Articles have not been amended to preclude cumulative voting; |
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any shareholder gives written notice to the president, a vice-president or the secretary of the corporation (a) at least 48 hours prior to the time fixed for a shareholder
meeting at which directors will be elected (if notice of the meeting has been given to the corporation’s shareholders at least 10 days prior to the meeting) or (b) at least 24 hours prior to the time fixed for such a shareholder meeting (if
notice of the meeting is given less than 10 days prior to the meeting); and |
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an announcement is made when the meeting is convened by the Chairman or the Secretary of the Ohio corporation, or by or on behalf of the shareholder who requested cumulative
voting. |
According to TRW’s proxy statement for the Annual, Meeting, TRW does not anticipate that
cumulative voting will be requested at the Annual Meeting. If cumulative voting is requested, shares represented by GREEN proxy cards will be cumulated and allocated evenly among the four nominees named therein.
Abstentions and Broker Non-Votes
Any vote
withheld or abstention from voting on a proxy will count as a vote withheld and not cast at the meeting, but the votes represented by that proxy will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a
broker or other nominee holder indicates on a proxy that it does not have discretionary authority to vote shares on a specific shareholder proposal (a so-called “broker non-vote”), the shares represented by that proxy will, nonetheless, be
considered present for purposes of determining the presence of a quorum but will not be deemed entitled to vote with respect to that proposal.
Since approval of the two Northrop Grumman proposed resolutions described in this Proxy Statement requires the affirmative vote of a majority of the votes actually cast on such proposals at the Annual Meeting,
abstentions or so-called “broker non-votes” will not have any positive or negative impact on whether the
9
Northrop Grumman shareholder proposals described in this Proxy Statement are approved. Each TRW shareholder who wants the Northrop Grumman shareholder proposals described in this Proxy Statement
to be approved at the Annual Meeting should execute and return the GREEN proxy in the enclosed envelope with a vote FOR the Northrop Grumman shareholder proposals and should specifically advise any bank, broker or other party holding TRW shares
as a custodian or in a nominee capacity to vote FOR the Northrop Grumman shareholder proposals.
OTHER MATTERS TO BE CONSIDERED AT
THE ANNUAL MEETING
According to TRW’s proxy statement for the Annual Meeting, at the Annual Meeting TRW shareholders
also will be asked:
| |
• |
|
to elect four nominees to TRW’s Board of Directors; and |
| |
• |
|
to ratify the selection of the TRW’s independent public accountants to audit TRW’s books, records and accounts for the year ending December 31, 2002.
|
Northrop Grumman is not making any recommendation on these matters. TRW
shareholders may use the GREEN proxy card accompanying this Proxy Statement to vote on the election of Directors and the ratification of TRW’s selection of independent public accountants.
The following information is taken from TRW’s proxy statement for the Annual Meeting. Northrop Grumman has not independently verified any of the information regarding these
other proposals and is not responsible for the accuracy or completeness of any information based on or excerpted from TRW’s proxy statement for the Annual Meeting.
10
ELECTION OF DIRECTORS
According to TRW’s proxy statement for the Annual Meeting, nominees for election this year are Dr. Martin Feldstein, Dr. Robert M. Gates and Messrs. Clive R. Hollick and David
Baker Lewis. Biographical information on each of the nominees is provided below, and is entirely based on the information provided by TRW in such proxy statement. According to TRW, each of the nominees currently serves as a Director of TRW, and each
has agreed to stand for re-election.
| Name of Nominee
|
|
Biographical Information
|
| |
| Martin Feldstein |
|
Dr. Feldstein is 62 years of age. He was a TRW Director from 1981 to 1984 and has been a TRW Director since 1984, with his current term expiring in 2002. Dr. Feldstein has
been Professor of Economics at Harvard University since 1967. He also is President and Chief Executive Officer of the National Bureau of Economic Research, a position he held from 1977 to 1982 and since July 1984. Dr. Feldstein was elected a TRW
Director in 1981, resigned his position upon joining the U.S. Government in August 1982 and was again elected as a TRW Director in July 1984. Dr. Feldstein also serves as a director of American International Group, Inc., Eli Lilly and Company and
HCA. |
| |
| Robert M. Gates |
|
Dr. Gates is 58 years of age. He has been a TRW Director since 1994, and his current term expires in 2002. Dr. Gates has been a consultant to Placer Dome Inc. since 1995, a
senior advisor to The Mitchell Group since 1993 and an advisor to VoteHere.Net since 2001. Dr. Gates was Dean of the George Bush School of Government and Public Service, Texas A&M University from September 1999 to June 2001. From 1991 to 1993,
Dr. Gates served as Director of Central Intelligence for the United States. Dr. Gates also serves as a director of NACCO Industries, Inc. and Parker Drilling Company and as a trustee of The Fidelity Funds. |
| |
| Clive R. Hollick |
|
Lord Hollick is 56 years of age. He has been a TRW Director since 2000, and his current term expires in 2002. Lord Hollick has been Chief Executive of United Business Media
plc since 1996. Lord Hollick also serves as a director of United Business Media plc and Diageo plc. |
| |
| David Baker Lewis |
|
Mr. Lewis is 57 years of age. He has been a TRW Director since 1995, and his current term expires in 2002. Mr. Lewis has been Chairman of the Board of Lewis & Munday, a
Detroit law firm, since 1982. Mr. Lewis also serves as a director of Comerica Incorporated. |
Additional information about these nominees, the compensation paid to TRW
Directors, the various committees of the TRW Board and other matters is included in TRW’s proxy statement for the Annual Meeting.
Northrop Grumman makes no recommendation regarding the election of any of these nominees. In the absence of written instructions, GREEN proxies in the form accompanying this Proxy Statement will be voted “FOR” these nominees.
11
PROPOSAL TO RATIFY SELECTION OF AUDITORS
According to TRW’s proxy statement for the Annual Meeting, Ernst & Young LLP served as TRW’s independent auditors for the fiscal year ended December 31, 2001.
According to TRW, in addition to the engagement to audit TRW’s annual financial statements and to review the financial statements included in its quarterly reports on Form 10-Q, Ernst & Young was also engaged to perform certain other
services during 2001. According to TRW’s public filings, the aggregate fees billed by Ernst & Young for these services for the fiscal year ended December 31, 2001 were:
| Audit Fees |
|
$2.1 Million |
| Financial Information Systems |
|
|
| Design and Implementation Fees |
|
$0.0 |
| All Other Fees: |
|
|
| Audit-Related Services (1) |
|
$2.2 Million |
| Tax Services |
|
$3.7 Million |
| Other Services |
|
$0.2 Million |
(1) |
|
Audit related services include statutory audits, acquisition and disposition audits, audits of employee benefit plans and services related to filings made with the Securities
and Exchange Commission. |
TRW has indicated that the accounting firm of Ernst & Young LLP has been
appointed by TRW’s Board of Directors to continue to serve as TRW’s independent auditors for the fiscal year ending December 31, 2002. As indicated under “Voting Procedures” above, votes on the ratification of Ernst & Young
LLP that are marked “abstain” and broker non-votes (e.g., when a broker does not have authority to vote on a specific issue) will not be counted as votes cast and will have no effect on the result of the vote for ratification of the
auditors. Additional information regarding this proposal is available in TRW’s proxy statement for the Annual Meeting.
Northrop Grumman makes no recommendation regarding the ratification of the selection of TRW’s auditors. In the absence of written instructions, GREEN proxy cards will be voted “FOR” this proposal.
OHIO LITIGATION
On
March 4, 2002, Northrop Grumman filed a lawsuit in the United States District Court for the Northern District of Ohio against TRW and certain other persons, seeking declaratory and injunctive relief with respect to the Ohio Control Share Acquisition
Law, the Ohio business combination law (Section 1704.01 et seq. of the Ohio Revised Code) and the Ohio control bid law (Section 1707.01 et seq. of the Ohio Revised Code). The lawsuit alleges that such statutes conflict with the United States
constitution and United States laws governing the conduct of tender offers. The complaint seeks declaratory and injunctive relief, as well as the costs of the lawsuits. Northrop Grumman also is requesting declarations from the Court that: (a)
“the date of the first public disclosure” of the Offer to Exchange, for purposes of the Control Share Acquisition Law, was March 4, 2002 and (b) the solicitation, acceptance and voting of proxies at the Special Meeting does not make
Northrop Grumman an “interested shareholder” as defined in Ohio’s business combination law. No assurance can be provided as to the time which may be required for a final decision with respect to the issues presented, or as to the
outcome of this lawsuit.
On March 4, 2002, TRW filed a lawsuit in the United States District Court for the Southern District of
Ohio against Northrop Grumman, the Attorney General of Ohio, the Director of Ohio’s Department of Commerce and the Commissioner of Ohio’s Division of Securities. The lawsuit seeks a judgment that Ohio’s Control Share Acquisition Law,
business combination law and control bid law are constitutional. On March 15, 2002, this action was stayed by the Southern District court until a decision is reached by the Northern District court as to how it will proceed in the case described in
the preceding paragraph.
12
SOLICITATION OF PROXIES
Proxies may be solicited by mail, telephone, telecopier and in person. Solicitations may be made by directors, officers, investor relations personnel and other employees of Northrop
Grumman, none of whom will receive additional compensation for such solicitations. Northrop Grumman has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all of its solicitation materials to the beneficial
owners of the TRW shares they hold of record. Northrop Grumman will reimburse these record holders for customary clerical and mailing expenses incurred by them in forwarding these materials to their customers.
Northrop Grumman has retained D.F. King & Co., Inc. (“D.F. King”) for solicitation and advisory services in connection with this proxy
solicitation. D.F. King will be paid an aggregate fee of approximately $ for acting (a) as proxy solicitor in connection with this Proxy Statement and (b) as Information Agent
in connection with the Offer to Exchange. D.F. King may also receive additional reasonable and customary compensation for providing additional advisory services in connection with this proxy solicitation and any other proxy solicitations
contemplated by this Proxy Statement. Northrop Grumman has also agreed to reimburse D.F. King for its reasonable out-of-pocket expenses and to indemnify D.F. King against certain liabilities and expenses, including liabilities and expenses under the
U.S. federal securities laws. D.F. King will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders.
Northrop Grumman has retained Salomon Smith Barney Inc. to act as the dealer manager in connection with the Offer to Exchange and to provide various financial advisory services to Northrop Grumman in connection with
the Offer to Exchange and any subsequent combination of TRW with Northrop Grumman or its wholly-owned subsidiary. Salomon Smith Barney will receive reasonable and customary compensation for these services and will be reimbursed for out-of-pocket
expenses, including reasonable expenses of counsel and other advisors. Northrop Grumman has agreed to indemnify Salomon Smith Barney and related persons against various liabilities and expenses in connection with its services as the dealer manager
and financial advisor, including various liabilities and expenses under the U.S. state and federal securities laws. From time to time, Salomon Smith Barney and its affiliates may actively trade the debt and equity securities of Northrop Grumman and
TRW for their own account or for the accounts of customers and, accordingly, may hold a long or short position in those securities. Salomon Smith Barney has in the past performed various investment banking and financial advisory services for
Northrop Grumman for which they have received customary compensation.
In connection with Salomon Smith Barney’s engagement
as dealer manager and financial advisor, Northrop Grumman anticipates that certain employees of Salomon Smith Barney may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are
shareholders of TRW, which activities could involve or be deemed to constitute the solicitation of proxies. Salomon Smith Barney will not receive any additional fee for or in connection with such activities by employees of Salomon Smith Barney apart
from the fees it is otherwise entitled to receive as described above.
Northrop Grumman has retained Kekst and Company as its
public relations advisor in connection with this proxy solicitation. Kekst and Company will be paid reasonable and customary compensation for its services, and Northrop Grumman has agreed to reimburse Kekst and Company for any out-of-pocket expenses
incurred in connection with those services.
The entire expense of this proxy solicitation is being borne by Northrop Grumman.
Northrop Grumman will not seek reimbursement for such expenses from TRW. Costs incidental to these proxies include expenditures for printing, postage, legal and related expenses and are expected to be approximately
$ . Total costs incurred to date in furtherance of or in connection with the solicitation of proxies described in this Proxy Statement are approximately
$ .
13
If Northrop Grumman should ultimately elect to amend or supplement the terms of any of the
shareholder proposals described in this Proxy Statement or present additional proposals prior to the Annual Meeting, Northrop Grumman will distribute information regarding such changes or additions to TRW shareholders in compliance with applicable
law and, in appropriate circumstances, will provide TRW shareholders with a reasonable opportunity to revoke any shareholder proxies previously given prior to the Annual Meeting.
PROPOSALS FOR 2003 ANNUAL MEETING
According to TRW’s proxy
statement for the Annual Meeting, shareholder proposals for TRW’s 2003 annual shareholders meeting must be received by TRW no later than November 4, 2002 in order to be eligible to be included in the TRW’s proxy statement and form of proxy
for that meeting. Proposals for the 2003 annual shareholders meeting must be submitted in writing and sent to TRW at TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124, attention: Secretary.
According to TRW’s proxy statement for the Annual Meeting, any TRW shareholder who intends to present a shareholder proposal at TRW’s 2003 annual shareholders meeting,
other than pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must provide TRW notice of the proposal no later than January 18, 2003, or TRW’s management will have discretionary voting authority with respect to
such proposal without providing any advice on the nature of the matter in TRW’s proxy statement for TRW’s 2003 annual shareholders meeting.
INFORMATION ABOUT TRW
TRW is an Ohio corporation with its principal executive offices
located at 1900 Richmond Road, Cleveland, Ohio 44124. TRW’s telephone number is (216) 291-7000.
TRW is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the Commission. Reports, proxy statements and other information filed by TRW may be obtained from
the Commission, upon payment of the Commission’s customary charges, by writing to its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549. Such materials also are available for inspection and copying
at the principal office of the Commission at the address set forth immediately above, at the Commission’s regional offices at 233 Broadway, New York, New York 10279 and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604. This
information also is available at the Commission’s website at http://www.sec.gov.
INFORMATION ABOUT NORTHROP GRUMMAN
Northrop Grumman is a leading global aerospace and defense company providing a wide range of products and services in
defense and commercial electronics, systems integration, information technology and nuclear and non-nuclear shipbuilding and systems. As a prime contractor, principal subcontractor, partner, or preferred supplier, Northrop Grumman participates in
many high-priority defense and commercial technology programs in the United States and abroad. Northrop Grumman is aligned into six business sectors: Electronic Systems, Information Technology, Integrated Systems, Newport News, Ship Systems and
Component Technologies.
Northrop Grumman is a Delaware holding company formed in connection with Northrop Grumman’s
acquisition of Litton Industries, Inc. in April 2001. Northrop Grumman’s principal executive offices are located at 1840 Century Park East, Los Angeles, California 90067 and its telephone number is (310) 553-6262.
Northrop Grumman is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files
reports and other information with the Commission. Reports, proxy statements and other information filed by Northrop Grumman may be obtained from the Commission at the same locations and by following the same procedures described above in the
section entitled “Information About TRW.”
14
OTHER INFORMATION
Certain directors, executive officers, employees and other representatives of Northrop Grumman who may assist D.F. King in soliciting proxies are listed in the attached Schedule I.
Schedule II sets forth certain information regarding the TRW shares owned by Northrop Grumman, its Directors, executive officers and employees and others who may solicit proxies. Schedule III sets forth certain publicly available information
regarding the TRW shares held by TRW’s principal shareholders and its management.
This Proxy Statement is neither a
request for the tender or exchange of TRW shares nor an offer with respect thereto. Northrop Grumman’s Offer to Exchange is being made only by means of the Offer to Exchange, as filed with the Commission.
Please indicate support for the Northrop Grumman proposed resolutions described in this Proxy Statement by completing, signing and dating the
enclosed GREEN proxy card and promptly returning it in the enclosed envelope to:
Northrop Grumman Corporation
c/o D.F. King & Co., Inc.
Wall Street Station - P.O. Box 411
New York, New York 10269-0069
No postage is necessary if the envelope is
mailed in the United States.
If your TRW shares are held in the name of a bank, broker or other nominee holder, please
advise each such nominee holder to vote FOR the Northrop Grumman proposed resolutions described above.
NORTHROP GRUMMAN
CORPORATION
March , 2002
15
SCHEDULE I
INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES
The following tables set forth
the name of each Director, executive officer, and certain employees and other representatives of Northrop Grumman who may assist D.F. King in soliciting proxies from TRW shareholders. Unless otherwise noted, each person’s business address is
1840 Century Park East, Los Angeles, California 90067. None of the officers, directors or employees of Northrop Grumman will receive compensation for soliciting proxies other than their ordinary compensation as an officer, director or employee, as
the case may be.
DIRECTORS AND EXECUTIVE OFFICERS OF NORTHROP GRUMMAN
| Name
|
|
Present Principal Occupation or Employment
|
| John T. Chain, Jr. |
|
Director of Northrop Grumman; General, United States Air Force (Ret.) and Chairman of the Board, Thomas Group, Inc. |
| Lewis W. Coleman |
|
Director of Northrop Grumman; President, Gordon and Betty Moore Foundation. |
| Vic Fazio |
|
Director of Northrop Grumman; Senior Partner, Clark & Weinstock. |
| Phillip Frost |
|
Director of Northrop Grumman; Chairman of the Board of Directors and Chief Executive Officer of IVAX Corporation. |
| Kent Kresa |
|
Director of Northrop Grumman; Chairman and Chief Executive Officer of Northrop Grumman. |
| Charles R. Larson |
|
Director of Northrop Grumman; Admiral, United States Navy (Ret.). |
| Jay H. Nussbaum |
|
Director of Northrop Grumman; Executive Vice President of KPMG Consulting, Inc. |
| Aulana L. Peters |
|
Director of Northrop Grumman; Retired partner of the law firm of Gibson, Dunn & Crutcher LLP. |
| John Brooks Slaughter |
|
Director of Northrop Grumman; President and Chief Executive Officer, The National Action Council for Minorities in Engineering, Inc. |
| Ronald D. Sugar |
|
Director of Northrop Grumman; President and Chief Operating Officer. |
| Herbert W. Anderson |
|
Corporate Vice President and President, Information Technology Sector of Northrop Grumman. |
| Frank G. Brandenberg |
|
Corporate Vice President and President, Component Technologies Sector of Northrop Grumman |
| Phillip A. Dur |
|
Corporate Vice President and President, Ship Systems Sector of Northrop Grumman. |
| J. Michael Hateley |
|
Corporate Vice President and Chief Human Resources and Administrative Officer of Northrop Grumman. |
| Robert W. Helm |
|
Corporate Vice President, Government Relations of Northrop Grumman. |
| Robert P. Iorizzo |
|
Corporate Vice President and President, Electronic Systems Sector of Northrop Grumman. |
| John H. Mullan |
|
Corporate Vice President and Secretary of Northrop Grumman. |
I-1
| Name
|
|
Present Principal Occupation or Employment
|
| Albert F. Myers |
|
Corporate Vice President and Treasurer of Northrop Grumman. |
| Roseanne P. O’Brien |
|
Corporate Vice President, Communications of Northrop Grumman. |
| W. Burks Terry |
|
Corporate Vice President and General Counsel of Northrop Grumman. |
| Thomas C. Schievelbein |
|
Corporate Vice President and President, Newport News Sector of Northrop Grumman. |
| Scott J. Seymour |
|
Corporate Vice President and President, Integrated Systems Sector of Northrop Grumman. |
| Richard B. Waugh, Jr. |
|
Corporate Vice President and Chief Financial Officer of Northrop Grumman. |
| Sandra J. Wright |
|
Corporate Vice President and Controller of Northrop Grumman. |
CERTAIN EMPLOYEES OF NORTHROP GRUMMAN WHO MAY ALSO SOLICIT PROXIES
| Name
|
|
Present Principal Occupation or Employment
|
| Gaston Kent |
|
Vice President, Investor Relations of Northrop Grumman. |
| Frank Moore |
|
Public Relations Department of Northrop Grumman. |
OTHER REPRESENTATIVES OF NORTHROP GRUMMAN WHO MAY ALSO SOLICIT PROXIES
Although Salomon Smith Barney does not admit that it or any of its directors, officers, employees or affiliates is a “participant”
as defined in Schedule 14A promulgated by the Commission under the Securities Exchange Act of 1934, as amended, or that Schedule 14A requires the disclosure of certain information concerning them, the following employees of Salomon Smith Barney may
communicate with TRW’s shareholders in a manner that could involve or be deemed to be assisting Northrop Grumman in soliciting proxies from TRW’s shareholders. The principal business address of each Salomon Smith Barney employee named
below is Salomon Smith Barney Inc., 388 Greenwich Street, New York, New York 10013.
| Name
|
|
Present Office or Other Principal Occupation or Employment
|
| Petros G. Kitsos |
|
Managing Director |
| Brian C. Link |
|
Vice President |
| Brian D. Yick |
|
Associate |
| Nathan Gordon |
|
Financial Analyst |
| Matthew Nimtz |
|
Financial Analyst |
I-2
SCHEDULE II
SHARES OF TRW COMMON STOCK OWNED BY NORTHROP GRUMMAN, ITS DIRECTORS,
OFFICERS AND EMPLOYEES, AND BY OTHERS WHO MAY SOLICIT PROXIES
On the date hereof, the Ronald D. Sugar Revocable Trust dated as of October 20, 1995, of which Ronald D. Sugar, a Director
and the President and Chief Executive Officer of Northrop Grumman, serves as Trustee, owns 21,475 Common Shares.
Northrop
Grumman beneficially owns four Common Shares.
Salomon Smith Barney engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and individual clients. In the ordinary course of its brokerage business, Salomon Smith Barney trades securities of TRW and has engaged in numerous transactions for its own account and
for the accounts of its customers during the past two years. The total number of such transactions during this period was approximately 34,000. Accordingly, it is impracticable to list each such transaction. As of March 7, 2002, Salomon Smith Barney
and its affiliates were the holders of record of 362,585 Common Shares, of which 24,332 Common Shares were held for its own account and 338,253 Common Shares were held for customer accounts.
In the past, Salomon Smith Barney has acted as financial advisor to third parties in connection with possible transactions with TRW. In addition, Salomon Smith Barney’s affiliate,
Citibank, N.A., has in the past participated and currently participates as a lender in syndicated loans to TRW.
Except as
disclosed above, neither Northrop Grumman, its Directors, its executive officers nor any of the other persons named in Schedule I above, (i) is the beneficial or record owner of any securities of TRW or (ii) has purchased or sold any securities
of TRW within the past two years, borrowed any funds for the purpose of acquiring or holding any securities of TRW, or is or was within the past year a party to any contract, arrangement or understanding with any person with respect to any
securities of TRW. Except as disclosed above, there have not been any transactions between TRW and Northrop Grumman or any of the other persons named in Schedule I above since the beginning of TRW’s last fiscal year and, other than the proposed
acquisition of TRW described in this document, none of Northrop Grumman or any of such other persons, or any associate of the foregoing persons or any other person who may be deemed a “participant” in this proxy solicitation has any
arrangement or understanding with any person with respect to any future employment by TRW or its affiliates, or with respect to any future transactions to which TRW or its affiliates will or may be a party.
II-1
SCHEDULE III
BENEFICIAL OWNERSHIP OF TRW COMMON SHARES
Set forth below is information regarding
Common Shares owned by (i) those persons owning more than 5% of the outstanding Common Shares and (ii) directors and executive officers of the Company as a group. Such information is derived from TRW’s proxy statement for the 2002 Annual
Meeting and certain filings on Schedule 13G, as described in the footnotes below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
| Name and Address of Beneficial Owner
|
|
Number of Shares and Nature of Beneficial Ownership(1)
|
|
Percent of Class
|
| The TRW Employee Stock Ownership and Savings Plan 1900 Richmond Road Cleveland, Ohio 44124 |
|
21,687,649(2) |
|
17.1% |
| Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071 |
|
13,058,300(3) |
|
10.3% |
| FMR Corp. 82 Devonshire Street Boston, Massachusetts 02109 |
|
7,185,623(4) |
|
5.7% |
(1) |
|
Each beneficial owner listed in the table certified in its Schedule 13G that, to the best of its knowledge and belief, the TRW Common Shares beneficially owned by it was
acquired in the ordinary course of business and not for the purpose of changing or influencing control of TRW. |
(2) |
|
Putnam Fiduciary Trust Company, One Post Office Square, Boston, Massachusetts 02109, served as trustee of The TRW Employee Stock Ownership and Savings Plan during 2001. Putnam
Fiduciary Trust Company disclaims beneficial ownership of the shares, as it does not retain discretionary authority to buy, sell or vote the securities. The TRW Employee Stock Ownership and Savings Plan reported shared voting and dispositive power
over all the shares beneficially owned. |
(3) |
|
Capital Research and Management Company filed Amendment No. 4 to its Statement of Beneficial Ownership on Schedule 13G on February 11, 2002, reporting beneficial ownership of
13,058,300 TRW Common Shares. Of these shares, Capital Research and Management Company reported that it has sole dispositive power over 13,058,300 shares and voting power over no shares. Capital Research and Management Company is deemed to be the
beneficial owner of these shares as a result of acting as investment adviser to various investment companies registered under the Investment Company Act of 1940. Capital Research and Management Company has disclaimed beneficial ownership of all
13,058,300 Common Shares. |
(4) |
|
FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson jointly filed Amendment No. 3 to their Statement of Beneficial Ownership on Schedule 13G on February 14, 2002, reporting
beneficial ownership of 7,185,623 TRW Common Shares. Of the total amount held by FMR Corp., (a) 6,668,713 shares are beneficially owned by Fidelity Management & Research Company as a result of its acting as investment adviser to various
investment companies registered under the Investment Company Act of 1940, (b) 300,882 shares are beneficially owned by Fidelity Management Trust Company as a result of its serving as investment manager of institutional accounts, (c) 728
shares are beneficially owned by Strategic
|
III-1
| |
Advisers, Inc. as a result of its having sole dispositive power over securities held for individuals to which it provides investment advisory services as an investment adviser under the
Investment Company Act of 1940, and (d) 215,300 shares are beneficially owned by Fidelity International Limited. Fidelity Management & Research Company, Fidelity Management Trust Company and Strategic Advisors, Inc. are wholly-owned
subsidiaries of FMR Corp. A partnership controlled by the controlling group of FMR Corp. owns 39.89 percent of the voting stock of Fidelity International Limited. FMR Corp. (through its control of Fidelity Management Trust Company) has sole
power to vote 222,882 shares and sole dispositive power over 300,882 shares. FMR Corp. has no voting power over 78,000 shares owned by the institutional accounts managed by Fidelity Management Trust Company. FMR Corp. (through its control of
Fidelity Management & Research Company) has sole dispositive power over an additional 6,668,713 shares. The sole voting power of such 6,668,713 shares resides with the Boards of Trustees of the Fidelity Funds. Fidelity International Limited has
sole power to vote and the sole power to dispose of 215,300 shares. Edward C. Johnson 3d and Abigail P. Johnson are control persons of FMR Corp. Robert M. Gates, a TRW Director, is a trustee of The Fidelity Funds. |
SECURITY OWNERSHIP OF TRW MANAGEMENT
The information in the following table is derived from TRW’s proxy statement for the 2002 Annual Meeting and shows the Common Share ownership for the Directors and executive officers of TRW as reported by TRW as
of the close of business on February 22, 2002. Unless otherwise indicated in a footnote, sole voting and investment power in the shares owned are held either by the named individual alone or by the named individual and his or her spouse.
| Name
|
|
Shares Beneficially Owned (1)
|
|
Exercisable Options (2)
|
|
|
Deferred Share Units (3)
|
|
Percent of Class
|
|
| M. H. Armacost |
|
6,386 |
|
9,500 |
|
|
2,311 |
|
* |
|
| A. E. Baratz |
|
248 |
|
0 |
|
|
0 |
|
* |
|
| D. M. Cote |
|
82,870 |
|
0 |
|
|
29,966 |
|
* |
|
| M. Feldstein |
|
7,136 |
|
8,000 |
|
|
0 |
|
* |
|
| K. W. Freeman |
|
875 |
|
0 |
|
|
0 |
|
* |
|
| R. M. Gates |
|
5,559 |
|
9,500 |
|
|
0 |
|
* |
|
| J. T. Gorman |
|
223,736 |
|
1,510,000 |
|
|
0 |
|
1.4 |
% |
| T. W. Hannemann |
|
42,740 |
|
240,333 |
|
|
44,978 |
|
* |
|
| G. H. Heilmeier |
|
7,917 |
|
9,500 |
|
|
0 |
|
* |
|
| C. R. Hollick |
|
2,081 |
|
5,000 |
|
|
0 |
|
* |
|
| K. N. Horn |
|
6,786 |
|
8,000 |
(4) |
|
0 |
|
* |
|
| H. V. Knicely |
|
23,201 |
|
220,333 |
|
|
0 |
|
* |
|
| D. B. Lewis |
|
5,558 |
|
9,500 |
|
|
0 |
|
* |
|
| L. M. Martin |
|
6,286 |
|
9,500 |
|
|
1,926 |
|
* |
|
| P. A. Odeen |
|
10,596 |
|
125,000 |
|
|
2,508 |
|
* |
|
| J. C. Plant |
|
26,000 |
|
73,332 |
|
|
0 |
|
* |
|
| G. L. Summe |
|
248 |
|
0 |
|
|
0 |
|
* |
|
| All Directors and executive officers as a group |
|
597,523 |
|
2,662,562 |
|
|
85,755 |
|
2.6 |
% |
(1) |
|
Includes TRW Common Shares held in The TRW Employee Stock Ownership and Savings Plan, TRW Common Shares that have been automatically deferred under the deferred compensation
plan for non-employee Directors and shares of restricted stock awarded to certain executive officers. |
(2) |
|
In accordance with the rules of the Securities and Exchange Commission, this column shows the number of shares that may be acquired within 60 days of February 22, 2002, upon
exercise of stock options. |
III-2
(3) |
|
This column shows phantom units of TRW Common Shares that have been credited under deferred compensation plans and certain other nonqualified benefit plans. The phantom units
are settled in cash and are not included for the purpose of calculating the percent of shares outstanding. |
(4) |
|
This figure includes an option for 1,500 Common Shares, which Mrs. Horn has transferred to her child. |
Except as otherwise noted, the information concerning TRW in this Proxy Statement has been taken from or is based upon documents and records on file with the Commission and other
publicly available information. Northrop Grumman disclaims any responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by TRW or any other third party to disclose events that
many have occurred any may affect the significance or accuracy of any such information but which are unknown to Northrop Grumman.
III-3
I M P O R T A N T
Your vote is important. Regardless of the number of shares of TRW Inc. you own, please vote as recommended by Northrop Grumman by taking these two simple steps:
| |
1. |
|
PLEASE SIGN, DATE AND PROMPTLY MAIL the enclosed GREEN proxy card in the postage-paid envelope provided. |
| |
2. |
|
DO NOT RETURN ANY proxy card sent to you by TRW, not even as a vote of protest. |
IF YOU VOTED BY TELEPHONE, INTERNET OR ON TRW’S PROXY CARD BEFORE RECEIVING YOUR NORTHROP GRUMMAN GREEN PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE SIMPLY BY SIGNING,
DATING AND MAILING THE ENCLOSED GREEN PROXY CARD. THIS WILL REVOKE YOUR EARLIER VOTE. REMEMBER, ONLY YOUR LATEST DATED CARD WILL COUNT.
Instructions for “Street Name” Shareholders
If you own your shares in the name of a brokerage firm,
bank for other nominee holder, only they can vote your shares on your behalf. Please call each such nominee holder and instruct them to execute a GREEN proxy card on your behalf. You should also promptly sign, date and mail your GREEN proxy card
when you receive it from your broker, bank or other nominee holder. Please do so for each separate account you maintain.
Please return
your GREEN proxy card at once.
If you have any questions or need assistance in voting your shares, or need additional copies
of this Proxy Statement or the accompanying GREEN proxy card, please call:
D.F. King & Co., Inc.
Wall Street Station – P.O. Box 411
New York, New York 10269-0069
Call Toll-Free
1-800-755-7250
PRELIMINARY COPY
TRW INC.VOTING INSTRUCTION CARD
These
confidential voting instructions are solicited by Northrop Grumman Corporation for the Annual Meeting of TRW Shareholders to be held on April 24, 2002 and any adjournments or postponements thereof.
These confidential voting instructions are to the fiduciaries under The TRW Employee Stock Ownership and Savings Plan, The TRW Canada Stock Savings Plan
and the TRW UK Share Purchase Plan (as applicable, with respect to TRW Common Stock in such plans allocated to the account of the undersigned) and are solicited by Northrop Grumman Corporation for the Annual Meeting of TRW Shareholders to be held on
Wednesday, April 24, 2002 at 8:30 a.m. in Lyndhurst, Ohio and any adjournment or postponement thereof. The undersigned directs the respective fiduciary to vote as indicated on the other side of this card. The fiduciaries are also authorized to vote
at their discretion in accordance with the applicable plan on all other matters properly brought before the meeting. These confidential voting instructions revoke all previously given voting instructions of the undersigned regarding the matters to
be voted on at the Annual Meeting, as well as any purported discretionary voting authority related to any such prior instructions.
| Please sign exactly as your name appears to the left |
| |
| |
|
|
|
|
|
| Signature |
| |
| Date:
, 2002 |
YOUR
VOTE IS IMPORTANT!
Please sign and date this voting instruction card and return it promptly in the enclosed postage-paid
envelope, or otherwise to Corporate Election Services, PO Box 1150, Pittsburgh, PA 15230, so that your shares may be represented at the Annual Meeting.
| |
– |
|
Please fold and detach card at perforation before mailing. |
1
PRELIMINARY COPY
TRW INC.VOTING INSTRUCTION CARD
These confidential voting instructions
are solicited on behalf of Northrop Grumman Corporation. The TRW shares allocated to your account will be voted as directed, but, if no instructions are specified (a) with respect to participants in The Employee Stock Ownership and Savings Plan and
The TRW Canada Stock Savings Plan, your shares will be voted at the discretion of the respective fiduciary for such plan, and (b) with respect to participants in the TRW UK Share Purchase Plan, your shares will not be voted.
NORTHROP GRUMMAN CORPORATION RECOMMENDS A VOTE “FOR” THE FOLLOWING TWO PROPOSALS
1. |
|
Proposal requesting TRW’s Directors to maximize shareholder value by providing Northrop Grumman non-public information and establishing a committee of independent
Directors. |
| ¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
2. |
|
Proposal requesting TRW’s Directors to take all actions to allow TRW shareholders to decide for themselves whether to exchange their TRW stock for Northrop Grumman stock.
|
| ¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
NORTHROP GRUMMAN MAKES NO RECOMMENDATION ON THE FOLLOWING TWO PROPOSALS
3. |
|
Election of Directors. |
| Nominees: |
|
(01) Martin Feldstein |
|
(02) Robert M. Gates |
| |
|
(03) Clive R. Hollick |
|
(04) David Baker Lewis |
| ¨ FOR all nominees
listed above |
|
¨ WITHHOLD authority to vote for all nominees listed above |
|
¨ FOR all except as marked to the contrary below |
To withhold authority to vote for any individual nominee, mark “FOR all except as marked to the
contrary below” and write that nominee’s name on the line below.
IF CUMULATIVE VOTING IS AVAILABLE, ALL VOTES REPRESENTED BY THIS PROXY WILL BE ALLOCATED AMONG THE FOUR NOMINEES NAMED ABOVE.
4. |
|
Appointment of Independent Auditors. |
| ¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
IN THE ABSENCE OF SPECIFIC VOTING INSTRUCTIONS ON ANY OF THE
FOREGOING PROPOSALS, VOTES WILL BE CAST “FOR” ALL PROPOSALS FOR WHICH INSTRUCTIONS ARE NOT PROVIDED AND “FOR” ALL NOMINEES FOR DIRECTOR.
2
REVISED PRELIMINARY COPY
TRW INC.VOTING INSTRUCTION CARD
PROXY
THIS PROXY IS SOLICITED BY NORTHROP GRUMMAN CORPORATION
FOR THE 2002 ANNUAL MEETING OF SHAREHOLDERS OF
TRW INC.
The undersigned hereby appoints ,
and , and each of them, with full power of
substitution, the proxies of the undersigned to vote all of the outstanding shares of:
| |
• |
|
Common Stock, par value $0.625 per share, of TRW Inc. (“TRW”); |
| |
• |
|
Cumulative Serial Preference Stock II, $4.40 Convertible Series 1, no par value per share, of TRW; and |
| |
• |
|
Cumulative Serial Preference Stock II, $4.50 Convertible Series 3, no par value per share, of TRW |
that the undersigned is entitled to vote at the Annual Meeting of TRW shareholders to be held on April 24, 2002 (the “Annual Meeting”), or at any adjournment or postponement of the Annual Meeting,
on the following matter:
NORTHROP GRUMMAN RECOMMENDS A VOTE “FOR” THE FOLLOWING TWO PROPOSALS
1. |
|
Proposal requesting TRW’s Directors to maximize shareholder value by providing Northrop Grumman non-public information and establishing a committee of independent
Directors. |
| ¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
2. |
|
Proposal requesting TRW’s Directors to take all actions to allow TRW shareholders to decide for themselves whether to exchange their TRW stock for Northrop Grumman stock.
|
| ¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
NORTHROP GRUMMAN MAKES NO RECOMMENDATION REGARDING
THE FOLLOWING TWO PROPOSALS
3. |
|
Election of Directors. |
| Nominees: |
|
(01) Martin Feldstein |
|
(02) Robert M. Gates |
| |
|
(03) Clive R. Hollick |
|
(04) David Baker Lewis |
| ¨ FOR all nominees
listed above |
|
¨ WITHHOLD authority to vote for all nominees listed above |
|
¨ FOR all except as marked to the contrary below |
To withhold authority to vote for any individual nominee, mark “FOR all except as marked to the
contrary below” and write that nominee’s name on the line below.
IF CUMMULATIVE VOTING IS AVAILABLE, ALL VOTES REPRESENTED BY THIS PROXY WILL BE ALLOCATED AMONG THE FOUR NOMINEES NAMED ABOVE.
3
4. |
|
Appointment of Independent Auditors. |
| ¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
In their discretion, the proxies named above are authorized to vote upon such
other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.
This proxy when
properly executed will be voted as directed above. If no directions are given, this proxy will be voted FOR the first two proposals, FOR the election of all nominees for Director and FOR the proposal to ratify the selection of TRW’s
accountants. The undersigned hereby acknowledges receipt of the Proxy Statement of Northrop Grumman Corporation dated March , 2002, soliciting proxies for the Annual Meeting.
All previous proxies given by the undersigned to vote at the Annual Meeting or at any adjournment or postponement thereof (and
any discretionary voting authority purportedly granted by such proxies) are hereby revoked.
Dated:
, 2002
|
|
|
| (Signature) |
|
|
|
| (Name/Title) |
|
|
|
| (Signature, if jointly held)
|
|
|
|
| (Name/Title) |
Please sign your name exactly as you print it on the line immediately below the
signature line.
If shares are held by joint tenants or otherwise jointly held, both parties should sign.
If you are signing as an attorney, executor, administrator, trustee or guardian, please specify your title.
If the holder is a corporation, please sign in the full corporate name by the President or other authorized officer.
If the holder is a partnership, please sign in the partnership name by an appropriate authorized person.
Please complete, sign, date and promptly mail your proxy in the enclosed postage paid envelope to:
NORTHROP GRUMMAN CORPORATION
c/o D.F. KING & CO., INC.
Wall Street Station—P.O. Box 411
New York, New York 10269-0069
4