TRW Inc.
announced today that pursuant to an order issued by the United States District
Court for the Northern District of Ohio, the Special Meeting of Shareholders
originally scheduled to be held on April 22, 2002, has been postponed to May
3, 2002.
The Court stayed execution of its Order for two days, during which
time Northrop may seek an appeal.
When there are further updates on when and
where the Special Meeting is to be held, TRW will issue another press release
and post the information on its website (
The purpose of
the Special Meeting, a requirement under Ohio’s Control Share Acquisition
Statute, is to vote on Northrop Grumman Corporation’s control
share acquisition proposal.

“We are gratified that the Court recognizes that this brief postponement
is necessary to allow sufficient time for our shareholders to receive and
review the material information regarding Northrop’s revised, highly
conditional offer and our Board’s recommendation.
Despite Northrop’s attempt
to disenfranchise TRW shareholders, we believe that the law requires that
shareholders be dealt with fairly and not be manipulated by last-minute
tactics that leave shareholders ill-prepared to vote,” said Philip A. Odeen,
TRW chairman.

TRW shareholders of record as of the close of business on March 28, 2002
will be entitled to vote at the Special Meeting.

TRW continues to urge shareholders to reject Northrop’s financially
inadequate offer and to vote against Northrop’s proposals at the upcoming
shareholder meetings.
TRW recommends that shareholders discard any proxy card
received from Northrop Grumman and not return any blue proxy card furnished by
For more information about how to vote, shareholders can call the
Company’s proxy solicitor, Georgeson Shareholder Communications Inc. toll-free
at (866) 649-8030.

TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.