UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TRW INC.
(Name of Subject Company (Issuer))
NORTHROP GRUMMAN CORPORATION
(Name of Filing Person (Offeror)
COMMON STOCK, PAR VALUE $0.625 PER SHARE
(Title of Class of Securities)
87264910
(CUSIP Number of Class of Securities)
CUMULATIVE SERIAL PREFERENCE STOCK II, $4.40 CONVERTIBLE SERIES I,
NO PAR VALUE PER SHARE
(Title of Class of Securities)
97264950
(CUSIP Number of Class of Securities)
CUMULATIVE SERIAL PREFERENCE STOCK II, $4.50 CONVERTIBLE SERIES 3,
NO PAR VALUE PER SHARE
(Title of Class of Securities)
97264960
(CUSIP Number of Class of Securities)
JOHN H. MULLAN
NORTHROP GRUMMAN CORPORATION
CORPORATE VICE PRESIDENT AND SECRETARY
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
WITH A COPY TO:
ANDREW E. BOGEN
PETER F. ZIEGLER
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[X] third party tender offer subject to Rule 14d-l
[_] issuer tender offer subject to Rule 13e-4
[_] going-private transaction subject to Rule 13e-3
[_] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [_]
This Amendment No. 1 (this "Amendment No. 1") amends and supplements the
Tender Offer Statement on Schedule TO, dated March 4, 2002 (the "Schedule TO"),
filed by Northrop Grumman Corporation, a Delaware corporation ("Northrop
Grumman"), of relating to the third party tender offer (the "Offer") by Northrop
Grumman to exchange all of the issued and outstanding shares of (a) common
stock, par value $0.625 per share (the "Common Shares"), of TRW Inc., an Ohio
corporation (the "Company"), (b) Cumulative Serial Preference Stock II, $4.40
Convertible Series I, no par value per share, of the Company (the "Series 1
Preference Shares") and (c) Cumulative Serial Preference Stock II, $4.50
Convertible Series 3, no par value per share, of the Company (the "Series 3
Preference Shares" and, together with the Common Shares and the Series 1
Preference Shares, the "Capital Shares") for shares of common stock, $1.00 par
value per share (the "Northrop Grumman Common Stock"), of Northrop Grumman upon
the terms and subject to the conditions set forth in the Offer to Exchange,
dated March 4, 2002 (the "Offer to Exchange"), and in the related Letters of
Transmittal (the "Letters of Transmittal" which, together with the Offer to
Exchange, as each may be amended or supplemented from time to time, collectively
constitute the "Offer"). Pursuant to the Offer to Exchange, each Common Share
may be exchanged for a share of Northrop Grumman Common Stock equal to the
exchange ratio (as defined below). Each Series 1 Preference Share and each
Series 3 Preference Share may be exchanged for a number of Shares of Northrop
Grumman Common Stock equal to the then-effective conversion rate for the Series
1 Preference Shares and the Series 3 Preference Shares, as the case may be,
multiplied by the exchange ratio.
Northrop Grumman has filed a registration statement with the Securities and
Exchange Commission on Form S-4, relating to the Northrop Grumman Common Stock
to be issued to shareholders of the Company in connection with the tender offer,
as set forth in the Offer to Exchange which is a part of the registration
statement (the "Registration Statement"), and the related Letters of
Transmittal, which are Exhibits(a)(4)(A), (a)(1)(A) and (a)(1)(B) hereto. On
March 28, 2002, Northrop Grumman filed an amended and restated Registration
Statement, which is Exhibit (a)(4)(B).
ITEMS 1 through 11.
As permitted by General Instruction F to Schedule TO, all information
in the Registration Statement and the related Letters of Transmittal, and any
prospectus supplement or other supplement thereto related to the Offer hereafter
filed with the Securities and Exchange Commission by Northrop Grumman, is hereby
incorporated by reference in answer to items 1 through 11 of the Schedule TO.
Financial statements required by Item 10 are hereby expressly incorporated by
reference from the following documents filed with the Securities and Exchange
Commission the Registration Statement and the Annual Report on Form 10-K 405 of
Northrop Grumman for the fiscal year ended December 31, 2001, as filed on March
22, 2002. These documents may be read and copied from the following locations of
the Securities and Exchange Commission ("SEC"):
Public Reference Room North East Regional Office Midwest Regional Office
450 Fifth Street, N.W. 233 Broadway 175 Jackson Boulevard
Room 1024 13th Floor Chicago, Illinois 60604
Washington, D.C. 20549 New York, New York 10279
Information on the operation of the Public Reference Rooms is available
by calling the SEC at 1-800-SEC-0330. Copies of this information can be obtained
by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 10549, at prescribed rates. The SEC also maintains
an Internet world wide web site, http://www.sec.gov, containing these documents
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for companies like Northrop Grumman who file electronically with the SEC.
ITEM 12. Exhibits
(a)(1)(A) Form of Letter of Transmittal for Common Shares (incorporated by
reference to exhibit 99.1 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(1)(B) Form of Letter of Transmittal for Serial Preference Shares
(incorporated by reference to exhibit 99.2 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(l)(C) Form of Notice of Guaranteed Delivery for Common Shares (incorporated
by reference to exhibit 99.3 to Northrop Grumman's Registration Statement on
Form S-4 filed on March 4, 2002).
(a)(1)(D) Form of Notice of Guaranteed Delivery for Serial Preference Shares
(incorporated by reference to exhibit 99.4 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(1)(E) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, Common Shares and Serial Preference Shares (incorporated by
reference to exhibit 99.5 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(l)(F) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees, Common Shares (incorporated by
reference to exhibit 99.6 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(l)(G) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees, Serial Preference Shares
(incorporated by reference to exhibit 99.7 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(1)(H) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (incorporated by reference to exhibit 99.8 to Northrop
Grumman's Registration Statement on Form S-4 filed on March 4, 2002).
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4)(A) Offer to Exchange relating to Northrop Grumman Common Stock to be
issued in the Offer (incorporated by reference from Northrop Grumman's
Registration Statement on Form S-4 filed on March 4, 2002).
(a)(4)(B) Amended and Restated Offer to Exchange relating to the Northrop
Grumman Common Stock to be issued in the Offer (incorporated by reference from
Northrop Grumman's Registration Statement on Form S-4 filed on March 28, 2002).
(a)(5)(A) Form 041 Filing of Information Pertaining to a Control Bid
(incorporated by reference to exhibit 99.9 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(5)(B) Acquiring Person Statement, dated March 4, 2002 (incorporated by
reference to exhibit 99.10 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(5)(C) Press Release, dated February 22, 2002 (incorporated by reference to
Rule 425 filing filed February 27, 2002).
(a)(5)(D) Slide Presentation, dated February 27, 2002 (incorporated by reference
to Rule 425 filing filed February 27, 2002).
(a)(5)(E) Press Release, dated March 3, 2002 (incorporated by reference to
exhibit 99.13 to Northrop Grumman's Registration Statement on Form S-4 filed on
March 4, 2002).
(a)(5)(F) Summary Advertisement as published in the Wall Street Journal on
March 4, 2002 (incorporated by reference to exhibit 99.14 to Northrop Grumman's
Registration Statement on Form S-4 filed on March 4, 2002).
(a)(5)(G) Complaint, dated March 4, 2002 (incorporated by reference to Rule 425
filing filed March 5, 2002).
(a)(5)(H) Slide Presentation, dated March 6, 2002 (incorporated by reference to
Rule 425 filing filed March 6, 2002).
(a)(5)(I) Press Release, dated March 11, 2002 (incorporated by reference to Rule
425 filing filed March 11, 2002).
(a)(5)(J) Webcast, dated March 6, 2002 (incorporated by reference to Rule 425
filing filed March 13, 2002).
(a)(5)(K) Press Release, dated March 13, 2002 (incorporated by reference to Rule
425 filing filed March 14, 2002).
(a)(5)(L) Slide Presentation (incorporated by reference to Rule 425 filing filed
March 18, 2002).
(a)(5)(M) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(N) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(O) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(P) Letter from John H. Mullan to Philip A. Odeen, dated March 26, 2002
(incorporated by reference to exhibit 99.24 to Northrop Grumman's amended and
restated Registration Statement on Form S-4 filed on March 28, 2002).
(a)(5)(Q) Press Release, dated March 26, 2002 (incorporated by reference to Rule
425 filing filed March 26, 2002).
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Tax Opinion (incorporated by reference to exhibit 8.1 to Northrop
Grumman's Registration Statement on Form S-4 filed on March 4, 2002).
ITEM 13. Information Required by Schedule 13E-3.
Not applicable.
Signature
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
NORTHROP GRUMMAN CORPORATION
BY: /s/ John H. Mullan
-------------------------------
NAME: John H. Mullan
TITLE: Corporate Vice President and
Secretary
Dated: March 28, 2002
EXHIBIT INDEX
Exhibit Number Description
a)(1)(A) Form of Letter of Transmittal for Common Shares (incorporated by
reference to exhibit 99.1 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
a)(1)(B) Form of Letter of Transmittal for Serial Preference Shares
(incorporated by reference to exhibit 99.2 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
a)(1)(C) Form of Notice of Guaranteed Delivery for Common Shares (incorporated
by reference to exhibit 99.3 to Northrop Grumman's Registration Statement on
Form S-4 filed on March 4, 2002).
(a)(1)(D) Form of Notice of Guaranteed Delivery for Serial Preference Shares
(incorporated by reference to exhibit 99.4 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(1)(E) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, Common Shares and Serial Preference Shares (incorporated by
reference to exhibit 99.5 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(1)(F) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees, Common Shares (incorporated by
reference to exhibit 99.6 to Northrop Grumman's Registration Statement on Form
S-4 filed on March 4, 2002).
(a)(1)(G) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees, Serial Preference Shares
(incorporated by reference to exhibit 99.7 to Northrop Grumman's Registration
Statement on Form S-4 filed on March 4, 2002).
(a)(1)(H) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (incorporated by reference to exhibit 99.8 to Northrop
Grumman's Registration Statement on Form S-4 filed on March 4, 2002).
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4)(A) Offer to Exchange relating to Northrop Grumman Common Stock to be
issued in the Offer (incorporated by reference from Northrop Grumman's
Registration Statement on Form S-4 filed on March 4, 2002).
(a)(4)(B) Amended and Restated Offer to Exchange relating to the Northrop
Grumman Common Stock to be issued in the Offer (incorporated by reference from
Northrop Grumman's Registration Statement on Form S-4 filed on March 28, 2002).
(a)(5)(A) Form 041 Filing of Information Pertaining to a Control
Bid (incorporated by reference to exhibit 99.9 to Northrop Grumman's
Registration Statement on Form S-4 filed on March 4, 2002).
(a)(5)(B) Acquiring Person Statement, dated March 4, 2002 (incorporated by
reference to exhibit 99.10 to Northrop Grumman's Registration Statement on
Form S-4 filed on March 4, 2002).
(a)(5)(C) Press Release, dated February 22, 2002 (incorporated by reference to
Rule 425 filing filed February 27, 2002).
(a)(5)(D) Slide Presentation, dated February 27, 2002 (incorporated by reference
to Rule 425 filing filed February 27, 2002).
(a)(5)(E) Press Release, dated March 3, 2002 (incorporated by reference to
exhibit 99.13 to Northrop Grumman's Registration Statement On Form S-4 filed on
March 4, 2002).
(a)(5)(F) Summary Advertisement as published in the Wall Street Journal on
March 4, 2002 (incorporated by reference to exhibit 99.14 to Northrop Grumman's
Registration Statement on Form S-4 filed on March 4, 2002).
(a)(5)(G) Complaint, dated March 4, 2002 (incorporated by reference to Rule 425
filing filed March 5, 2002).
(a)(5)(H) Slide Presentation, dated March 6, 2002 (incorporated by reference to
Rule 425 filing filed March 6, 2002).
(a)(5)(I) Press Release, dated March 11, 2002 (incorporated by reference to Rule
425 filing filed March 11, 2002).
(a)(5)(J) Webcast, dated March 6, 2002 (incorporated by reference to Rule 425
filing filed March 13, 2002).
(a)(5)(K) Press Release, dated March 13, 2002 (incorporated by reference to Rule
425 filing filed March 14, 2002).
(a)(5)(L) Slide Presentation (incorporated by reference to Rule 425 filing filed
March 18, 2002).
(a)(5)(M) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(N) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(O) Form 425 filed March 21, 2002 (incorporated by reference to Rule 425
filing filed March 21, 2002).
(a)(5)(P) Letter from John H. Mullan to Philip A. Odeen, dated March 26, 2002
(incorporated by reference to exhibit 99.24 to Northrop Grumman's amended and
restated Registration Statement on Form S-4 filed on March 28, 2002).
(a)(5)(Q) Press Release dated March 26, 2002 (incorporated by reference to Rule
425 filing filed March 26, 2002).
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Tax Opinion (incorporated by reference to exhibit 8.1 to Northrop
Grumman's Registration Statement on Form S-4 filed on March 4, 2002).